Exhibit 10.73


 


WLP / SITA CONFIDENTIAL


 


 


GLOBAL TELECOMMUNICATIONS

SERVICES AGREEMENT


 


by and between


 


WORLDSPAN, L.P.


 


and


 


SOCIETE INTERNATIONALE DE


 


TELECOMMUNICATIONS
AERONAUTIQUES


 

















 


Table of Contents


 


	
  ARTICLE 1 – DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  1.1

  	
  Definitions.

  	
   

  
	
  1.2

  	
  Other Definitional Provisions.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 — PROVISION OF SERVICES

  	
   

  
	
   

  	
   

  
	
  2.1

  	
  Agreement to Provide.

  	
   

  
	
  2.2

  	
  Implementation.

  	
   

  
	
  2.3

  	
  Preferred Provider Commitment.

  	
   

  
	
  2.4

  	
  Orders for and Changes to the Services.

  	
   

  
	
  2.5

  	
  Compatibility of WLP Equipment.

  	
   

  
	
  2.6

  	
  Redesigns and Modifications to the Network.

  	
   

  
	
  2.7

  	
  Training and Documentation.

  	
   

  
	
  2.8

  	
  Access Providers.

  	
   

  
	
  2.9

  	
  Ongoing Cooperation/Performance Review
  Board.

  	
   

  
	
  2.10

  	
  [Intentionally Left Blank]

  	
   

  
	
  2.11

  	
  Operations and Procedures Document and SITA
  Asset Management Database.

  	
   

  
	
  2.12

  	
  Network/Service Management and Service
  Reports.

  	
   

  
	
  2.13

  	
  Optimization.

  	
   

  
	
  2.14

  	
  Contingency and Recovery.

  	
   

  
	
  2.15

  	
  Prevention of Unauthorized Use.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 — SITA STAFFING

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Adequate Personnel.

  	
   

  
	
  3.2

  	
  Key SITA Personnel.

  	
   

  
	
  3.3

  	
  SITA Project Manager and Account Manager.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 — ADDITIONAL SERVICES

  	
   

  
	
   

  	
   

  
	
  4.1

  	
  Additional Services.

  	
   

  
	
  4.2

  	
  Obligations with Respect to Additional
  Services.

  	
   

  
	
  4.3

  	
  Discontinued Services.

  	
   

  
	
  4.4

  	
  Service Upgrades.

  	
   

  
	
  4.5

  	
  Amendments to Service Levels/Performance
  Specifications.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 — CHARGES AND PAYMENTS

  	
   

  
	
   

  	
   

  
	
  5.1

  	
  Charges.

  	
   

  
	
  5.2

  	
  Mid-Term Review.

  	
   

  
	
  5.3

  	
  Credits for Delays and Interruptions.

  	
   

  
	
  5.4

  	
  Invoices.

  	
   

  
	
  5.5

  	
  Billing Reviews and Audits.

  	
   

  
	
  5.6

  	
  Taxes.

  	
   

  



 

















 


	
  ARTICLE 6
  — CERTAIN RIGHTS AND OBLIGATIONS OF SITA AND WLP

  	
   

  
	
   

  	
   

  
	
  6.1

  	
  Third Party Warranties.

  	
   

  
	
  6.2

  	
  Obligation to Maintain
  Insurance

  	
   

  
	
  6.3

  	
  Lien Claims.

  	
   

  
	
  6.4

  	
  Access and Security.

  	
   

  
	
  6.5

  	
  Notification of Pending or
  Threatened Non-Performance.

  	
   

  
	
  6.6

  	
  SITA Equipment.

  	
   

  
	
  6.7

  	
  Content of Messages.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 —
  CONFIDENTIAL INFORMATION

  	
   

  
	
   

  	
   

  
	
  7.1

  	
  Definition of
  Confidential Information.

  	
   

  
	
  7.2

  	
  Use and Protection
  of Confidential Information.

  	
   

  
	
  7.3

  	
  Disclosure
  of Confidential Information to Employees and Others.

  	
   

  
	
  7.4

  	
  Return or Destruction
  of Confidential Information.

  	
   

  
	
  7.5

  	
  Waivers.

  	
   

  
	
  7.6

  	
  Required Disclosure.

  	
   

  
	
  7.7

  	
  Remedies.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8:  REPRESENTATIONS, WARRANTIES AND COVENANTS

  	
   

  
	
   

  	
   

  
	
  8.1

  	
  Compliance with Laws.

  	
   

  
	
  8.2

  	
  Regulation.

  	
   

  
	
  8.3

  	
  Nature of Services.

  	
   

  
	
  8.4

  	
  Good Faith Performance.

  	
   

  
	
  8.5

  	
  Regulatory Reports.

  	
   

  
	
  8.6

  	
  Non-Interference and
  Other Matters

  	
   

  
	
  8.7

  	
  Authority and Good Standing.

  	
   

  
	
  8.8

  	
  No Conflict.

  	
   

  
	
  8.9

  	
  Valid,
  Binding and Enforceable.

  	
   

  
	
  8.10

  	
  Computer Viruses and
  Interconnectivity.

  	
   

  
	
  8.11

  	
  Quiet
  Enjoyment.

  	
   

  
	
  8.12

  	
  Date
  Compliance

  	
   

  
	
  8.13

  	
  [**]

  	
   

  
	
  8.14

  	
  Exclusive Warranties.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9
  — INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION; SOFTWARE LICENSE

  	
   

  
	
   

  	
   

  
	
  9.1

  	
  Software
  and Data.

  	
   

  
	
  9.2

  	
  License.

  	
   

  
	
  9.3

  	
  Indemnification; Defense.

  	
   

  
	
  9.4

  	
  Notices.

  	
   

  
	
  9.5

  	
  Enjoined Use.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10
  — LIMITATION OF LIABILITY; THIRD PARTY CLAIMS

  	
   

  
	
   

  	
   

  
	
  10.1

  	
  Indemnification of Third Party
  Claims.

  	
   

  
	
  10.2

  	
  LIMITATION OF LIABILITY AND LIMITED
  WARRANTY.

  	
   

  
	
  10.3

  	
  Liability Under Third Party
  Arrangements.

  	
   

  



 


 












[**] = Confidential
treatment requested for redacted portion; redacted portion has been filed
separately with the Commission.

















 


	
  ARTICLE 11
  — FORCE MAJEURE

  	
   

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Force Majeure Conditions and Effect.

  	
   

  
	
  11.2

  	
  Duty to Mitigate.

  	
   

  
	
  11.3

  	
  Performance Times.

  	
   

  
	
  11.4

  	
  Substitute Services.

  	
   

  
	
  11.5

  	
  Impact of Suspension or
  Termination of Affected Service Components

  	
   

  
	
  11.6

  	
  Other Remedies.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12
  — INDEPENDENT CONTRACTOR

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13
  — TERM; TRANSITION OF SERVICES

  	
   

  
	
   

  	
   

  	
   

  
	
  13.1

  	
  Term of Agreement.

  	
   

  
	
  13.2

  	
  Transitional Support.

  	
   

  
	
  13.3

  	
  Hiring of Personnel.

  	
   

  
	
  13.4

  	
  Removal of Property.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14
  — TERMINATION AND REMEDIES

  	
   

  
	
   

  	
   

  
	
  14.1

  	
  Termination by WLP.

  	
   

  
	
  14.2

  	
  Termination by SITA.

  	
   

  
	
  14.3

  	
  Partial Discontinuance.

  	
   

  
	
  14.4

  	
  Performance Pending Outcome
  of Disputes.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 15 –
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  15.1

  	
  Advertising or Publicity.

  	
   

  
	
  15.2

  	
  Successors and Assigns.

  	
   

  
	
  15.3

  	
  Assignment.

  	
   

  
	
  15.4

  	
  Subcontracting.

  	
   

  
	
  15.5

  	
  Notices.

  	
   

  
	
  15.6

  	
  Governing
  Law.

  	
   

  
	
  15.7

  	
  Construction.

  	
   

  
	
  15.8

  	
  Dispute
  Resolution.

  	
   

  
	
  15.9

  	
  Arbitration.

  	
   

  
	
  15.10

  	
  Modification, Amendment, Supplement
  or Waiver.

  	
   

  
	
  15.11

  	
  Labor Harmony Obligation.

  	
   

  
	
  15.12

  	
  Entirety
  of Agreement.

  	
   

  
	
  15.13

  	
  Severability.

  	
   

  
	
  15.14

  	
  Attachments

  	
   

  
	
  15.15

  	
  Headings of No Force or
  Effect.

  	
   

  
	
  15.16

  	
  Survival.

  	
   

  
	
  15.17

  	
  Counterparts.

  	
   

  
	
  15.18

  	
  Further Assurances.

  	
   

  
	
  15.19

  	
  Tariffs.

  	
   

  



 

















 


GLOBAL TELECOMMUNICATIONS


 


SERVICES AGREEMENT


 


This GLOBAL TELECOMMUNICATIONS SERVICES AGREEMENT is
effective as of the 1st day of February, 2004, by and between, SOCIETE
INTERNATIONALE DE TELECOMMUNICATIONS AERONAUTIQUES, a Belgian cooperative with registered offices at 14, avenue
Henri Matisse, 1140 Brussels, Belgium and registered with the Registry of
Companies of Brussels under the number B 217.548 (hereafter “SITA”), and WORLDSPAN, L.P., a Delaware
limited partnership with its principal office located at 300 Galleria Parkway
N.W., Atlanta, Georgia 30339 U.S.A. (hereafter “WORLDSPAN, L.P.” or “WLP”).


 


W I T N E S S E T H :


 


WHEREAS, WORLDSPAN, L.P. is a member of Societe Internationale de
Telecommunications Aeronautiques by virtue of the Tel 1/2
Agreement, and presently takes telecommunications service from SITA for use by
its end-user population (generally the employees, contractors and agents of
WLP, its Affiliates, and associated travel agents), as well as by WLP’s
business partners and other entities;


 


WHEREAS, WORLDSPAN, L.P. desires to expand WLP’s use of SITA for the
provision of domestic and international communications services designed to
meet WLP’s service level requirements (as specified herein) in a more
cost-effective manner, and, whereas, SITA desires to provide such
communications services to, as more particularly described herein;


 


WHEREAS, the purpose of this Agreement is to set out the terms and
conditions applicable to the supply by SITA to WLP of WLP’s requirements for
telecommunications services, as more particularly described herein.


 


WHEREAS, Worldspan Services Limited, an Affiliate of WLP, and SITA have
entered into that certain Global Telecommunications Agreement dated February 1,
2004 (the “SITA/WSL 2004 Global
Telecommunications Agreement”) to cover SITA’s provision of
telecommunications services to WSL in Asia Pacific, the Middle East and Europe
but which also has certain global aspects (i.e. not only pertinent to the Asia
Pacific and Middle East and Europe);


 


WHEREAS, the present Agreement is intended to cover SITA’s provision of
telecommunications services to WLP in the Americas but also has certain global
aspects (i.e. not only pertinent to the Americas);


 


1

















 


WHEREAS,
the Parties intend that certain commitments made under the SITA/WSL 2004 Global
Telecommunications Agreement will apply to SITA and WLP under the present
Agreement, as specifically identified herein, due to the global nature of the
communications services contemplated under both the SITA/WSL 2004 Global
Telecommunications Agreement and the present Agreement, and the resulting need
to have certain Services, rights and responsibilities apply under both
agreements and in the aggregate, all as further described herein;


 


NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained and of other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


ARTICLE 1 – DEFINITIONS


 


1.1                               Definitions.


 


Whenever used in
this Agreement, the capitalized words and phrases listed below shall have the
meanings given below.  Capitalized terms
not otherwise defined in this Section 1.1 (Definitions) shall have the
meanings ascribed to them elsewhere in the Articles of this Agreement or in the
Attachments to this Agreement.


 


“Access Line”
means the telecommunications capacity or facility that links an Installation
Site to the SITA Backbone Network and provides the Installation Site with
access to the SITA Backbone Network. 
“Access Lines” shall include any associated equipment that is owned by
the Access Provider that is supplying the Access Lines to link an Installation
Site.  Access Lines may include
international private line circuits (“IPLCs”) used to link an Installation Site
to the SITA Backbone Network, where SITA does not operate the SITA Backbone
Network within a particular country.


 


“Access Provider”
means either SITA or a telecommunications services provider (e.g., a PTO) from which either SITA or WLP
obtains Access Lines for use in connection with or as part of the Services.


 


“Additional
Service” means a service that (a) supplements any Service or Service
Component (respectively, a “Then-Current Service” and a “Then-Current Service
Component”), (b) substitutes for any Then-Current Service or Then-Current
Service Component, or (c) is a non-standard service WLP requests SITA to
provide.  “Additional Service” includes
all material revisions, enhancements, modifications, or improvements to a
Then-Current Service or Then-Current Service Component other than a Service
Upgrade.


 


2

















 


“Affiliate” of a
Party means any entity that is directly or indirectly controlling, controlled
by, or under common control with such Party, and the directors, officers,
employees and agents of all of them, when acting in their corporate
capacities.  For purposes of this
definition, “control” means (a) the ownership of at least 50 percent of
the equity or beneficial interests of an entity, or (b) the right to
appoint or ability to elect a majority of the board of directors or other
governing body of such entity. 
“Affiliate” shall also include any other entities that the Parties agree
in writing to treat as such.


 


“Agency Direct
Program” shall have the meaning set forth in Section 2.1(g) (Agreement to
Provide).


 


“Agreement” means
this Global Telecommunications Services Agreement by and between WORLDSPAN,
L.P. and Societe Internationale de Telecommunications Aeronautiques, dated as
of the Effective Date, including all Attachments hereto and other documents
incorporated herein by reference.


 


“Assets” means
SITA Equipment, the SITA Network, WLP or WLP owned or provided equipment, and
Services Software utilized in connection with the provision of Services,
including all associated intellectual property rights embodied therein such as
patents, copyrights and trade secrets.


 


“Attachment” means
any Attachment referenced in and appended to this Agreement and made a part
hereof.  The Attachments as of the
Effective Date are as follows:


 


	
  Attachment BI

  	
   

  	
  Billing and Invoices

  
	
   

  	
   

  	
   

  
	
  Attachment IP

  	
   

  	
  Implementation/Migration
  Plan

  
	
   

  	
   

  	
   

  
	
  Attachment KP

  	
   

  	
  Key SITA Personnel

  
	
   

  	
   

  	
   

  
	
  Attachment ND

  	
   

  	
  Form of Non-Disclosure
  Agreement for Third Parties

  
	
   

  	
   

  	
   

  
	
  Attachment PS

  	
   

  	
  Professional Services
  Statement of Work for Worldspan Global IP Migration

  
	
   

  	
   

  	
   

  
	
  Attachment RC

  	
   

  	
  Charges

  
	
   

  	
   

  	
   

  
	
  Attachment SD

  	
   

  	
  Service Description and
  Network Standards

  



 


3

















 


	
  Attachment SLA

  	
   

  	
  Service
  Levels/Performance Specifications

  
	
   

  	
   

  	
   

  
	
  Attachment TA

  	
   

  	
  WLP Top Nominated
  Accounts

  
	
   

  	
   

  	
   

  
	
  Attachment TH

  	
   

  	
  Travel Agency Normal
  Business Hours

  
	
   

  	
   

  	
   

  
	
  Attachment WF

  	
   

  	
  Worldspan Forecast

  



 


“Business Day”
means any day listed on Attachment TH that is not a national holiday at
the affected location.


 


“Changes” shall
have the meaning set forth in Section 2.4(e) (Orders for and Changes to
the Services).


 


“Charges” means
the rates and charges for Services set forth in Attachment RC, as modified
from time to time as permitted under or required by this Agreement.


 


“Committed Delivery
Date” means the date set forth in Attachment IP or Attachment SLA or,
if no such date is set forth in either Attachment, the date mutually agreed
upon by WLP and SITA in accordance with Section 2.4(b) (Orders for and
Changes to the Services) for the installation of a Service Component at a
particular Installation Site.


 


“Confidential
Information” shall have the meaning set forth in Section 7.1 (Definition
of Confidential Information).


 


“Contract Year”
means a 12-month period during the Term. 
The first Contract Year shall commence on the first day of the first
month following the Effective Date, and each subsequent Contract Year shall
commence on a succeeding anniversary thereof.


 


“Defaulting Party”
shall have the meaning set forth in Section 14.4(b) (Performance Pending
Outcome of Disputes).


 


“Delay” means a
delay in the implementation, completion, delivery, addition, deletion, move, or
modification of any Service or Service Component beyond the Committed Delivery
Date, provided that Delay shall
not include time (a) to the extent attributable to WLP’s actions or
failures to act as required under this Agreement, including denying SITA access
to an Installation Site to the extent that the time allowed for installation is
extended under Section 6.4(c) (Access and Security); (b) that is
excused under Section 11.1 (Force
Majeure Conditions and Effect); or (c) to the extent
attributable to an Access Provider through no fault of SITA.


 


4

















 


“Discontinued
Service” shall have the meaning set forth in Section 4.3 (Discontinued
Services).


 


“Documentation”
means those materials in SITA’s possession (or reasonably available to SITA but
not to WLP) in hard copy or electronic form, as applicable, that are necessary
for, or useful in, WLP’s use of any Service or Services Software and that are
normally made available by SITA or through SITA (where a service or software is
obtained by SITA from a third party vendor) in the ordinary course of its
business to customers similar to or smaller than WLP in terms of annual spend
and name recognition.  Documentation
includes reference manuals and guides, operational and technical bulletins and
reports, equipment location within Installation Sites, engineering
designs/schematics of the Installation Site configuration and of access to the
SITA Backbone Network as provided to WLP hereunder, and similar materials, but
does not include the Services Software.


 


“Due Date” shall
have the meaning set forth in Section 5.4(d) (Invoices).


 


“Effective Date”
means February 1, 2004.


 


“Executive
Management” shall have the meaning set forth in Section 15.8 (Dispute
Resolution).


 


“Equant” shall
have the meaning set forth in Section 15.4.


 


“Force Majeure Conditions” shall have the
meaning set forth in Section 11.1(a) (Force
Majeure Conditions and Effect).


 


“Frame Relay
Services” or “FRS” means the specific frame relay services to be provided by
SITA in conformance with the Specifications, including Attachment SLA and
Attachment SD, in support of WLP’s data traffic requirements.


 


“Help Desk” means
the central point of support for all authorized WLP technical personnel.


 


“Initial
Implementation” shall have been the meaning set forth in Section 2.2(a)
(Implementation).


 


“Initial Term”
shall have the meaning set forth in Section 13.1 (Term of Agreement).


 


5

















 


“Installation Site” means any location for which WLP
orders one or more Service Components and to which SITA provides a Service or
Service Component.


 


“Intellectual
Property” means copyright, trade mark, design, patent, semi-conductor or
circuit layout rights, trade or other proprietary right or rights of
registration and any other rights in intellectual property which are recognized
or protected under law.


 


“Interruption”
means the period of time (measured in minutes) during which any Service or
Service Component fails to meet any applicable Service Level/Performance
Specification.  Interruptions shall
exclude only the following periods of time during which a Service or Service
Component is not performing in accordance with the Service Levels/Performance
Specifications:  (a) scheduled
maintenance of which WLP had been notified at least 48 hours in advance, as
consented to by WLP and which occurs outside of Normal Business Hours;
(b) Force  Majeure Conditions”; (c) for purposes
of NPA only, interruptions attributable solely to an Access Provider through no
fault of SITA; (d) interruptions which are attributable to WLP.


 


“IP VPN” means
those services provided by SITA utilizing Frame Relay access to connect to
SITA’s IP VPN service, as more fully described in the “IP VPN” Service
Description in Attachment SD.


 


“Key SITA
Personnel” means those SITA personnel dedicated to the provision of Services
and identified by title in Section 3.2 (Key SITA Personnel) or
Attachment KP.


 


“Lien Claim” shall
have the meaning set forth in Section 6.3(b) (Lien Claims).


 


“Managed DSL”
shall mean that service whereby SITA procures and provides DSL local
connections into its’ Internet Protocol Service Node (“IPSN”) [termination
points (nodes), as more fully described in the “Managed DSL IPSN” Service
Description in Attachment SD.


 


“Managed ISP”
shall mean any third party ISP services contracted by SITA for WLP (usually for
the use of Worldspan Owned Users) as more fully described in the “Managed ISP”
Service Description in Attachment SD.


 


“Management Point
of Demarcation” (“MPD”) means the point on each end of the Service from, but
not including, the WLP data terminal equipment (e.g., router, multiplexer) interface port, which point is
used to define the parties’ respective responsibilities under the
Agreement.  The SITA side of the MPD is
the point from which performance of the Service Component shall be


 


6

















 


measured and SITA shall have end-to-end transport and
associated provisioning, operations, and network management responsibilities
under this Agreement.  The SITA side of
the MPD may be Service-specific, but in all cases includes the Network Termination
Unit (NTU) and customer premises equipment (e.g.,
router), supplied by SITA to WLP on the WLP Installation Site in connection
with the Services, as well as the Network over which the Services are
provided.  The SITA side of the MPD does
not include WLP-owned or WLP-provided data terminating equipment (e.g., router, multiplexer, etc.) on the
Installation Site, all of which are on the WLP side of the MPD.


 


“Mandatory Service
Upgrade” shall have the meaning set forth in Section 2.6 (Redesigns and
Modifications to the Network).


 


“Modifications”
shall have the meaning set forth in Section 2.2(b) (Implementation).


 


“Monopoly
Provider” shall have the meaning set forth in Section 15.4(a)
(Subcontracting).


 


“Network” means
the configuration of the SITA Backbone Network, Access Lines and SITA Equipment
used to provide the Services.


 


“Network
Modification” shall have the meaning set forth in Section 2.6 (Redesigns
and Modifications to the Network).


 


“Network
Standards” means the “ANSI”, “CCITT”, “ISO” and generally accepted airline
interconnection standards applicable to the Services and the specific standards
identified on Attachment SD.


 


“New Services”
shall have the meaning set forth in Section 2.4(a) (Orders for and Changes
to the Services).


 


“Normal Business
Hours” at an Installation Site means the standard travel agency business hours
within the applicable country, as set forth in Attachment TH, unless
otherwise agreed by the Parties in writing on a location or Installation Site
specific basis.


 


“Optional Service
Upgrade” means a Service Upgrade that WLP has the option of taking advantage of
or rejecting (i.e., that is not
mandatory to all customers of the Service).


 


“Order” shall have
the meaning set forth in Section 2.4(a) (Orders for and Changes to the Services),
and includes Standard Orders and New Orders. 
Orders must be placed on a SITA Order Form, unless otherwise agreed by
the Parties in writing.


 


7

















 


“Party” means
either WORLDSPAN, L.P. or Societe Internationale de Telecommunications
Aeronautiques; “Parties” means both WORLDSPAN, 
L.P. and Societe Internationale de Telecommunications Aeronautiques.


 


“Preferred
Provider Commitment” shall have the meaning set forth in Section 2.3
(Preferred Provider Commitment).


 


“PTOs” means duly
licensed or authorized public telecommunications operators (whether state
owned/controlled or privately owned/controlled).


 


“Response Target”
shall have the meaning set forth in Section 2.4(b) (Orders for and Changes
to the Services).


 


“Revised Committed
Delivery Date” shall have the meaning set forth in Section 2.4(g).


 


“Security
Requirements” means all reasonable WLP security requirements and procedures
disclosed to or known by SITA as may be amended from time to time, including the
security requirements and procedures set forth in this Agreement.


 


“Service” or
“Services” means the communications services, for the transmission of writing,
signs, signals, pictures, sounds (excluding voice services except where SITA is
legally allowed to provide such services to its customers directly and SITA
accepts an Order for voice Services submitted by WLP), data and other
information of all kinds between the points of origin and reception of such
transmission, obtained by SITA and provided to WLP under this Agreement in
conformance with the Service Levels/Performance Specifications, including the
facilities and capacity supporting such communications services irrespective of
transmission media, protocols or technology and the management of Access
Providers.  As of the Effective Date,
the Services specifically include Frame Relay Service, X.25 Service, Managed
DSL, Managed ISP, IP VPN, associated Access Lines and all other Services
described in Attachment SD.


 


“Service
Component” means one or more elements in a communication path or connection
between SITA’s MPDs at each end of the communication path for a Service at an
Installation Site.


 


“Service
Credit/SCU” shall have the meaning set forth in Section 5.3 (Credits for
Delays and Interruptions).


 


“Service
Description” means the description of each Service set forth in
Attachment SD.


 


8

















 


“Service Levels/Performance Specifications” means the
performance requirements set forth in Attachment SLA (which cover both WLP
and WSL on an aggregate basis in the case of eligibility for Service
Credits/SCUs or other credits and remedies, under both the present Agreement
and the SITA/WSL 2004 Global Telecommunications Agreement) which may be
modified as agreed by the Parties (a) to incorporate any generally
available service guarantee or assurance program that is offered by SITA to
commercial customers and for which WLP would qualify, (b) on an annual
basis, to reflect improvements in performance of the Services during the
preceding 12-month period, or (c) as otherwise provided in this
Agreement.  The Parties’ representatives
shall update Attachment SLA from time to time, to add performance
requirements and credits and remedies associated therewith where a new service
guarantee or assurance program supplements the performance requirements set
forth in Attachment SLA.


 


“Service Upgrade”
means any revision, improvement, enhancement, modification or addition to a
Service or Service Component (including increases in the functionality or
improvements in performance) that is developed by or for SITA (or a SITA Agent)
and is made available by SITA to a substantial number of its commercial
customers comparable to or smaller than WLP (or implemented by SITA in the
Network) without charge.


 


“Services
Software” means software that is customarily provided by SITA as part of
its standard offering to facilitate its customers’ ability to read and
manipulate SITA’s invoices, but specifically does not include SITATEX Software
and/or enhancements thereof.


 


“Shortfall Amount”
shall have the meaning set forth in Section 2.3(c) (Preferred Provider
Commitment).


 


“SITA” means Societe Internationale de
Telecommunications Aeronautiques and those Affiliates of SITA and SITA Agents
providing any part of the Services or Service Components.


 


“SITA Agent” means
any contractor, subcontractor, supplier, materialman, laborer or other third
party that is not an Affiliate of SITA and with which SITA has contracted to be
involved in the provision of Services or Service Components but does not
include Access Providers.


 


“SITA Asset
Management Database” means a database inventorying all SITA supplied Assets
located at an Installation Site that form part of the Services or that are used
in connection with the Services.


 


9

















 


“SITA Backbone Network” means the configuration of
communications capacity and equipment owned or subcontracted and controlled,
managed and maintained by SITA (excluding Access Lines) through which SITA
provides services to its customers, including capacity and equipment provided
by SITA Agents or Access Providers in connection with the provision of
Services.


 


“SITA Confidential
Information” shall have the meaning set forth in Section 7.1 (Definition
of Confidential Information).


 


“SITA Equipment”
means SITA-provided equipment (including software) that is located at an
Installation Site or connected to Access Lines in order for WLP to use a
Service.


 


“SITA Order Form”
means a completed order form, in a format to be mutually agreed upon by the
Parties, issued by an authorized representative of WLP to SITA with respect to
the provision, deletion or relocation of a Service or Service Component at a
particular Installation Site pursuant to the terms of this Agreement.


 


“SITA Personnel”
means those personnel employed by SITA (including SITA Agents) whose functions
or job assignments directly relate in whole or in part to the provision of
Services.  SITA Personnel shall include
Key SITA Personnel.


 


“SITA Services
Personnel” shall have the meaning set forth in Section 3.1 (Adequate
Personnel).


 


“Specification”
means any specifically identified and measurable operational or performance
requirement for Services or Service Components imposed on SITA by this Agreement,
as modified from time to time as permitted or required under this
Agreement.  Specifications include the
Service Levels/Performance Specifications, Service Description and Network
Standards.


 


“Taxes” shall have
the meaning set forth in Section 5.6(a) (Taxes).


 


“Tel1/2
Contract” means the agreement between SITA and WORLDSPAN Services Limited,
entered into on August 5, 1992.


 


“Temporary Period
of Suspension” shall have the meaning set forth in Section 11.4
(Substitute Services).


 


“Term” means the
term of this Agreement, as set forth in Section 13.1 (Term of Agreement).


 


10

















 


“Transition Period A” shall have the meaning set forth
in Section 13.2(b) (Transitional Support).


 


“Transition Period
B” shall have the meaning set forth in Section 13.2(c) (Transitional
Support).


 


“Worldspan Owned
Users” shall mean users designated by Worldspan (through the ordering process)
as “Worldspan Owned Users” and, as a result, are to be served under the terms
of this Agreement by SITA and invoiced to Worldspan.


 


“WLP” means
WORLDSPAN, L.P. and any WLP Affiliate that receives Services under the
Agreement.


 


“WLP Confidential Information” shall have the meaning
set forth in Section 7.1 (Definition of Confidential Information).


 


“WLP Purchases”
means the aggregate Charges paid by WLP to SITA for all Services obtained by
WLP (including for Worldspan Owned Users) for the applicable period, provided, however, that if SITA invoices
WLP Charges for Services obtained by WLP during the applicable Contract Year or
other applicable period after the end of such Year or period, WLP Purchases
shall be calculated after SITA has received payment of such invoices.  WLP Purchases shall be calculated prior to
the application of any Service Credits/SCUs to which WLP or SITA is entitled
under this Agreement.  WLP Purchases
shall not include Taxes.


 


“WLP Top Nominated
Accounts” means those Worldspan Owned Users set forth in Attachment TA, as
modified from time to time by WLP/WSL, provided,
however, that, unless otherwise agreed by SITA,  the combined number of WLP/WSL Top
Nominated Accounts may not exceed 20.


 


“WSL” means
WORLDSPAN Services Limited and any WSL Affiliate that receives Services under
the Agreement.


 


“WSL Purchases”
means the aggregate Charges paid by WSL to SITA for all Services obtained by
WSL under the SITA/WSL 2004 Global Telecommunications Agreement (including for
Worldspan Owned Users) for the applicable period, provided, however, that if SITA invoices WSL Charges for
Services obtained by WSL during the applicable “Contract Year” or other
applicable period after the end of such Year or period, WSL Purchases shall be
calculated after SITA has received payment of such invoices.  WSL Purchases


 


11

















 


shall be calculated prior to the application of any
Service Credits/SCUs to which WSL or SITA is entitled under the SITA/WSL 2004
Global Telecommunications Agreement. 
WSL Purchases shall not include Taxes (All defined terms under this
definition which apply to WSL are as defined in the SITA/WSL 2004 Global
Telecommunications Agreement.)


 


“15% Threshold” shall have the meaning set forth in
Section 2.4(i) (Orders for and Changes to the Services).


 


“$” means U.S. Dollars.


 


1.2                               Other Definitional Provisions.


 


The terms defined in the Articles of this Agreement,
in the Attachments to this Agreement or in the tariffs include the plural as
well as the singular.  Unless otherwise
expressly stated, the words “herein,” “hereof,” and “hereunder” and other words
of similar import refer to this Agreement as a whole and not to any particular
Article, Section, Subsection or other subdivision.  “Article”, “Section”, “Subsection” and
“Attachment” references refer to articles, sections and subsections of, and
attachments to, this Agreement.  The
words “include” and “including” shall not be construed as terms of
limitation.  Unless otherwise expressly
stated herein, the words “day,” “month,” and “year” mean, respectively,
calendar day, calendar month and calendar year, and the words “writing” or
“written” mean preserved or presented in retrievable or reproducible form,
whether electronic (except for voice mail) or hard copy.  The word “or” shall mean “and/or” unless the
context specifically requires otherwise. 
For drafting purposes, numbers between 1 and 5 are written as “one”,
“two”, “three”, “four”, and “five”. 
Numbers higher than five are denoted by their Arabic numeral (e.g., 6, 7, 8, 9, 10).  Any terms used in this Agreement for which a
definition is not expressly set forth herein shall have the customary meaning
attributed to such terms within the industry.


 


ARTICLE 2
— PROVISION OF SERVICES


 


2.1                               Agreement to
Provide.


 


(a)                                  WLP
has entered into this Agreement with SITA in order to efficiently and
cost-effectively provide communications and related Services to WLP (and for
the benefit of Worldspan Owned Users making use of the Services through WLP)
within, to and from certain geographic areas in which WLP and its associated
travel agencies and other customers operate.  SITA is prepared to provide communications service in accordance
with the terms of this Agreement. 
Accordingly, subject to the terms and conditions of this Agreement and
in consideration of the payments described in Article 5 (Charges and
Payments), SITA agrees to design, operate, manage, maintain, procure (where
appropriate) and 


 


12

















 


provide the
Services to WLP and Worldspan Owned Users in accordance with the
Specifications.  Except as set forth
herein to the contrary, the terms and conditions of this Agreement shall not
apply to services that SITA provides to WLP as of the Effective Date under
other contracts, agreements or arrangements already in existence between the
Parties.  The Parties hereby acknowledge
that the SITA/WSL 2004 Global Telecommunications Agreement (as referred to in
the recitals at the head of this Agreement) supersedes and replaces the
following agreements  upon the
Effective Date of the present Agreement:


 


(i)                                     Agreement
for Telecommunications Services between  WORLDSPAN,
L.P. and SITA s.c. with an effective date of 01 January 1999, as amended
(known as the “Asia PacAgreement”; and


 


(ii)                                  Global
Telecommunications Services Agreement between Worldspan Services Limited and
SITA s.c. dated 8 May 2000, with an effective date of 01 June 2000, as
amended(known as the “Pan EuroAgreement”).


 


For greater
certainty, the Parties further acknowledge and agree that the following
agreements which are relevant to SITA’s provision of telecommunications services
in the Americas are not modified by either the SITA/WSL 2004 Global
Telecommunications Agreement or the present Agreement, and remain in full force
and effect until they expire or are otherwise terminated under the terms
thereof:


 


(i)                                     Agreement
for Telecommunications Services between WORLDSPAN, L.P. and SITA s.c. dated 15
November 2001, as amended (known as the “OC-12 Agreement” or as the “SITA
Sonet Ring Agreement”); and


 


(ii)                                  Agreement
for Telecommunications Services between WORLDSPAN, L.P. and SITA s.c. dated 15
February 1999, as amended (known as the “CPE Agreement”, with Worldspan
Contract Number W02388).


 


(b)                                 Except
as otherwise provided herein, specifically, SITA shall only provide the
Services in the countries/areas as specified in Attachment RC.


 


(c)                                  The
Charges set forth in Attachment RC shall become effective on the first day
of the first month following the Effective Date, provided that SITA may have up to the first day of the
second monthly billing period following the Effective Date or execution and
delivery of any amendment which modifies Attachment RC to implement such
Charges in its billing systems if SITA 


 


13

















 


credits WLP on the invoice for such second monthly
billing period an amount equal to the difference between the Charges that WLP
was billed for the Services and the Charges that WLP should have been billed
under this Agreement prior to implementation of such Charges in SITA’s billing
system.


 


(d)                                 The
Services provided pursuant to this Agreement may be connected by WLP to other
services provided by SITA, or to any services provided by WLP itself or by
another vendor (“Interconnected Services”). 
To facilitate such connection, the Services shall comply throughout the
Term with the Network Standards.  WLP
shall obtain SITA’s consent, which shall not unreasonably be withheld or
delayed, before directly connecting the Services with the Interconnected
Services (i.e., connection of the
Service to the Interconnected Services without routing through WLP customer
premises equipment on the WLP side of the MPD).  SITA shall grant such consent if the Interconnected Services meet
the appropriate technical criteria, unless such direct connection is prohibited
by regulation or law in the affected jurisdiction.


 


(e)                                  Subject
to Section 2.3 (Preferred Provider Commitment), the fact that a Service is
provided or offered by SITA does not obligate WLP to purchase it from SITA
under this Agreement or any other agreement. 
Nothing in this Agreement creates any form of exclusive relationship
between the Parties.


 


(f)                                    Under the terms of
this Agreement, SITA may connect WLP (and upon request by WLP, SITA may also
connect Worldspan Owned Users) to the Network, and allow WLP and such Worldspan
Owned Users to use the Services hereunder for the purpose of supporting their
communication and business requirements. 
In no event shall WLP resell the Services to such entities or the
general public; provided, however, that
this prohibition shall not be deemed to prevent WLP from providing access to,
or use of, the Services by its commercial customers as part of WLP’s provision
of reservation-related services to such customers subject in all cases to WLP’s
compliance with all applicable legislation and regulations.  WORLDSPAN, L.P. shall remain SITA’s
customer of record for Services or Service Components provided to Worldspan
Owned Users. As such, WORLDSPAN, L.P. shall remain contractually, legally and
financially responsible and primarily liable hereunder for the performance of
all obligations, fulfillment of all terms and conditions, and payment of any
charges for Services rendered hereunder to WLP and any Worldspan Owned
Users.  WLP shall place all Orders for
Services provided to Worldspan Owned Users in accordance with the ordering
processes set forth in the Agreement. 
SITA shall remain contractually, legally and financially responsible and
primarily liable hereunder to WLP for the performance of all obligations,
fulfillment of all terms and conditions and rendering of Services to Users as
such Services are provided to WLP hereunder, including, for example, in
determining WLP’s compliance with Section 2.3 (Preferred Provider
Commitment), and SITA’s compliance with the Service Levels/Performance
Specifications.  In short, Service
Components


 


14

















 


provided to Worldspan Owned Users shall be treated as
Service Components provided to WLP.  To
facilitate Worldspan Owned Users’ compliance with the terms and conditions set
forth in this Agreement, SITA acknowledges and agrees that WLP may provide a
copy of the Agreement to Worldspan Owned Users, except for Attachment RC, any
other information relating to pricing, and insurance and limitation of
liability provisions, subject to Section 7.3(a)(Disclosure of Confidential
Information to Employees and Others).


 


(g)                                 The
Parties hereby acknowledge that they are evaluating and discussing the possible
means of cooperation on an “Agency Direct Program” whereby WLP could refer
certain end-user travel agency communications customers to SITA and SITA would
contract with such travel agencies directly for the provision of communications
services.


 


(h)                                 Nothing
contained in this Agreement shall require any Party to take any action
prohibited, or omit to take any action required, by any agency or governmental
authority of competent jurisdiction.


 


2.2                               Implementation.


 


(a)                                  SITA
shall install the Services, and any changes or modifications thereto, in
accordance with the terms and conditions of this Agreement.  The Initial Implementation shall comply with
and be defined by the schedule and procedures set forth in the
implementation and migration plans in Attachment IP, at the Installation
Sites set forth therein.  During Initial
Implementation WLP shall not be obligated to submit separate SITA Order Forms
therefore, however, WLP must provide SITA with a spreadsheet or other suitable
documentation that includes information required by SITA to perform the
Services at each Installation Site which comprises the Initial Installation
provided that WLP rights to change such implementation as specified in
Section 2.4(e) (Orders for and Changes to the Services) shall not be
waived.  Performance of the Services
shall be undertaken by SITA in cooperation with WLP and in such a manner as to
minimize disruption to WLP during service installation, operation, maintenance
and disconnection.


 


(b)                                 SITA
and WLP shall jointly manage WLP’s (and, at WLP’s request, the Worldspan Owned
Users’), transition to certain new services described herein from the existing
legacy telecommunications services currently provided by SITA.  The implementation of Services and Service
Components shall take place in accordance with the schedule and procedures
set forth in Attachment IP and/or SITA Order Forms and shall be undertaken
with minimal interruption in the Service provided to WLP (or the Worldspan
Owned Users).  WLP shall provide all
reasonably necessary support and provide, on a timely basis, all information reasonably
requested by SITA in respect of such implementation.


 


15

















 


(c)                                  Throughout
the Implementation, SITA shall provide WLP with a dedicated project team in
accordance with Section 3.3(c) (SITA Project Team) until WLP is deemed to
have accepted the Services as provided in Attachment IP at the final
Installation Site on Attachment IP.


 


(d)                                 During
all stages of the implementation of the Services and Service Components the
Parties’ representatives shall meet every two weeks to review the status of the
implementation.  SITA shall at all times
provide adequate engineering and support to work with WLP’s representatives to
successfully implement Services at the Installation Sites within the
schedule set forth in Attachment IP and to work with WLP’s representatives
in designing, implementing and ordering new designs that will be implemented on
the SITA platform.  On a weekly basis,
SITA shall supply WLP with reports measuring the progress of the implementation
against Attachment IP.  WLP may
require more frequent meetings or status reports if it reasonably believes that
SITA may either fail to meet the schedules set forth in Attachment IP or
fail to provide Services and Service Components in compliance with the Service
Levels/Performance Specifications, or both.


 


(e)                                  SITA’s
implementation of the Services and all Orders and Service Upgrades with respect
thereto shall be performed (i) in conformity with reasonable precautions
designed to promote safety and prevent personal injury to persons or property
at each lnstallation Site, and (ii) in such a manner as will not
unreasonably delay, restrict, impose any task, cost or obligation (other than
those set forth in this Agreement), or interfere with the operation or use of
any Installation Site, except as may have been previously agreed.


 


(f)                                    If
SITA is notified by WLP that its acts or omissions to act will place WLP in
violation of any insurance policy, mortgage, lease or rules governing activity
at any Installation Site, SITA shall immediately correct or remedy any such act
or omission.  Such correction or remedy
shall be at no expense or liability to SITA to the extent that such acts or
omissions complained of are compliant with the terms of this Agreement and are
not otherwise wrongful.


 


2.3                               Preferred
Provider Commitment.


 


(a)                                  The
Parties acknowledge and agree that the all references to the “Preferred
Provider Commitment” under this Agreement and under the SITA/WSL 2004 Global
Telecommunications Agreement shall be interpreted such that WLP and WSL are
treated on an aggregate basis, taking into account their collective “Covered
Payables” (as defined below) under both the present Agreement and the SITA/WSL
2004 Global Telecommunications Agreement). 
(All defined terms under or pertaining to this Section 2.3
(Preferred Provider Commitment) which apply to WSL are as defined in the
SITA/WSL 2004 Global Telecommunications Agreement.)  By the end of each Contract Year


 


16

















 


(commencing at the conclusion of the first full Contract
Year), WLP agrees that the total of amount of WLP and WSL Purchases for Covered
Services during such Contract Year will be at least [**]% of WLP’s and WSL’s
total communications payables (after application of all credits and discounts,
and excluding all Taxes, governmental charges or other charges passed through
by WLP’s and WSL’s providers) for Covered Services (as defined in
Subsection (b) below) the in the In-Scope Regions (as defined in
Subsection (b) below (in the aggregate) (collectively, the “Covered
Payables”).


 


(b)                                 “Covered
Services” shall include those types of Services covered by Attachment RC –
Charges, as may be updated from time to time by agreement of the Parties, and
to the extent such Services are provided in those countries or other geographical
areas designated under Attachment RC - Charges (the “In-Scope Regions”) (e.g.
IP-based Virtual Private Network Services; Managed Digital Subscriber Line
(DSL) Access and Managed Internet Service Provider (ISP) Service; Managed Data
Network (MDNS) Services including Airline Link Control (ALC), Synchronous Data
Link Control (SDLC) and X.25 and AX.25 Services; Frame Relay and LAN Access
Services, Intranet Connect Service, ISDN and PSTN Dial Back Up Services, Host
to Host Services, Protocol Translation Solution Service, and High Speed Data
Service (HTDS) Services) as may be updated from time to time by agreement of
the Parties, or any Additional Service or New Service purchased by WLP as a
substitute for any of the foregoing. 
For purposes of determining whether WLP delivered [**]% of the Covered
Payables to SITA, Covered Services shall exclude the following:


 


(i.)                      voice
services, professional or consulting services, network management services,
equipment purchases or leases, or Internet security services; or


 


(ii.)                   any service that is a Covered
Service eligible but is similar to, or a reasonable substitute for, any Service
or Service Component that is discontinued or terminated by WLP or WSL pursuant
to any section of this Agreement or any applicable tariff that permits WLP
and/or WSL to cancel, terminate or discontinue such Service or Service
Component for cause or without liability for early termination charges.


 


(c)                                  Covered
Payables include charges paid or payable by WLP or WSL for Covered Services, whether
provided by SITA or any of SITA’s competitors including, but not limited to,
long-distance suppliers, local exchange suppliers, and PTO’s.  However, Covered Payables shall exclude the
following:


 












[**] = Confidential
treatment requested for redacted portion; redacted portion has been filed
separately with the Commission.


 


17

















 


(i.)                      any
amounts WLP or WSL must pay to other providers or carriers as the result of a
contractual commitment in existence on or before the Effective Date (as
specifically identified in Attachment RC - Charges for certain Services in
certain In-Scope Countries);


 


(ii.)                   any amounts due or payable by WLP or
WSL for communication related services used to support any business activity other
than WLP’s or WSL’s travel reservation-related business;


 


(iii.)                any amounts due or payable for
alternative or substitute services used by WLP or WSL as a replacement or
temporary substitute for any Service or Service Component experiencing an
Interruption or Outage or is unavailable to WLP due to a Force Majeure Condition;


 


For the purpose of
determining WLP’s and WSL’s compliance with the Preferred Provider Commitment
only, the following shall be counted as WLP Purchases or WSL Purchases, as the
case may be:


 


(i.)                      any
amounts that would have been paid by WLP or WSL (as the case may be) for
Services or Service Components but for a Force
Majeure Condition;


 


(ii.)                   any amounts that would have been
paid to SITA for a Covered Service but for SITA’s failure, refusal or inability
to provide such Service or Service Component on the terms and conditions
specified in this Agreement for any reason unless SITA’s failure, refusal or
inability to provide any such Service or Service Component results from the
failure of WLP or WSL to perform any of its obligation(s) hereunder or under
the SITA/WSL 2004 Global Telecommunications Agreement (as the case may be); or


 


(iii.)                any amounts that would have been paid
to SITA for a Covered Service but for WLP’s or WSL’s temporary suspension of
the Services in accordance with Section 2.14(b)(viii) (Contingency and
Recovery) or Section 11.4 (Substitute Services) or WLP’s or WSL’s use of
alternative service in accordance with Section 5.3 (Credits for Delays and
Interruptions).


 


18

















 


(d)                                 If
SITA wishes to verify WLP and WLS compliance with the Preferred Provider
Commitment, SITA may rely on the following steps as needed for resolution of
the matter: (i) first invoke the billing dispute resolution procedure set forth
in Section 5.5(b) (Audits and inspections); (ii) next invoke the general
dispute resolution procedure but not to the point of arbitration
(Section 15.8, Dispute Resolution); (iii) next seek an audit in accordance
with Subsection (e) below; and (iv) finally, invoke arbitration
Section 15.9 (Arbitration). If it is determined that WLP and WSL have not
met their Preferred Provider Commitment for the previous Contract Year, SITA
shall invoice WLP or WSL for the difference between the amount of Covered
Payables delivered to SITA and [**]% of the total Covered Payables (the
“Shortfall Amount”).  WLP agrees to pay
SITA, or shall have WSL pay SITA (as the case may be) the Shortfall Amount
within 30 days of WLP’s or WSL’s receipt of the invoice containing the
Shortfall Amount.  To exercise this
provision, SITA must submit a written notice to WLP or WSL (at least 30 days in
advance) requesting verification of WLP and WSL compliance within 6 months following
the end of the Contract Year that is the subject of the verification.  SITA may not seek to verify WLP’s and WSL’s
compliance with the Preferred Provider Commitment more than once for any single
Contract Year.


 


(e)                                  Preferred
Provider Commitment Verification


 


(i)                                     Subject
to WLP’s and WSL’s reasonable security requirements, SITA may only employ the
assistance of one of the following entities, Arthur Andersen, KPMG
International, Pricewaterhouse Coopers, Deloitte & Touche LLP or Ernst
& Young LLP, any successors thereto or, with WLP’s or WLP’s consent, which
shall not be unreasonably withheld, other auditors (“SITA’s agents”) to audit
WLP’s and/or WSL’s invoices related to the Covered Payables to assess WLP’s and
WSL’s compliance with the Preferred Provider Commitment pursuant to Section 2.3(e).  WLP and WSL shall provide SITA’s agents
access to all information in WLP’s or WSL’s possession relevant to calculating
the Covered Payables, subject to the confidentiality obligations imposed on WLP
and WSL by providers of the Covered Services. 
SITA shall cause any SITA agent retained for this purpose to execute a
non-disclosure agreement in favor of WLP and/or WSL, as applicable, with
requirements at least as stringent as those contained in the form of agreement
set forth in


 












[**] = Confidential treatment
requested for redacted portion; redacted portion has been filed separately with
the Commission.


 


19

















 


Attachment ND
or such other non-disclosure agreement as the Parties agree.  Such audit or inspection shall take place at
a time and place agreed upon by the Parties, and shall commence no later than
30 days after notice thereof to WLP or WSL. 
SITA shall have no right to audit WLP or WSL except through the services
of a SITA agent.


 


(ii)                                  SITA
shall provide WLP or WSL, as applicable, with reasonable advance notice of any
audit or inspection.  WLP and WSL shall
cooperate fully in any SITA audit or inspection, providing SITA’s agent
reasonable access to:  (A) any and
all WLP and/or WSL Personnel, business premises to which Covered Services are
provided and (B) WLP’s and/or WSL’s books, records and other documents
reasonably necessary to assess WLP’s and/or WSL’s compliance with the Preferred
Provider Commitment.  To the extent that
the books, records, and other documents described in the preceding sentence are
located at business premises or sites other than WLP’s and/or WSL’s facilities
in its principal place of business in the United States, WLP and/or WSL shall
make arrangements to provide SITA’s agent with those books, records and other
documents in its principal place of business in the United States or such other
location as the parties mutually agree. 
In the event that a SITA agent determines that its audit cannot be
successfully conducted without access to the remote locations from which
Covered Services are being provided, WLP and/or WSL shall provide SITA’s agent
full access to the remote locations. 
WLP and/or WSL may redact from its books, records and other documents
provided to SITA’s agent any information that reveals the identity or
confidential information of customers or other providers of WLP or WSL
Confidential Information that is not relevant to the purposes of the audit.


 


(iii)                               Audits and inspections
shall be at SITA’s expense, subject to reimbursement by WLP or WSL for the
actual costs of conducting the audit, not to exceed $50,000 in the aggregate
(i.e. total amount to be


 


20

















 


covered by WLP and
WSL together), if an audit finds variances in WLP’s or WSL’s performance from
the Preferred Provider Commitment requirements hereof that results in payment
of a Shortfall amount by WLP or WSL.


 


(iv)                              If
any audit discloses a potential Shortfall Amount, the audit results and
recommendations shall be referred to the Parties’ Project Managers for
resolution.  If the Project Managers
cannot, within 30 days of their receipt of such audit, resolve any dispute over
the results of such audit and agree upon appropriate action to be taken in
light thereof, any unresolved matters shall be escalated in accordance with
Section 15.8 (Dispute Resolution) and Section 15.9 (Arbitration) for
prompt resolution.


 


(v)                                 At
no additional charge to SITA, WLP and WLS shall:  (A) retain records and supporting documentation sufficient
to reasonably document the Covered Payables for at least twelve months after
termination or expiration of this Agreement, and (B) upon notice from
SITA, provide SITA and a SITA agent with reasonable access to such records and
documentation.


 


2.4                               Orders
for and Changes to the Services.


 


(a)                                  Subject
to the requirements of this Agreement, WLP may at any time add, delete or
relocate Services or Service Components for which Charges are set forth in this
Agreement at Installation Sites, add Installation Sites or modify (e.g., by increasing or decreasing
bandwidth within levels for which there are Charges set forth in Attachment RC)
such Services or Service Components (each a “Standard Order”) by sending SITA a
complete and accurate SITA Order Form in English electronically.  Subject to the provisions hereunder, a
Standard Order (and its corresponding SITA Order Form) shall be effective upon
validation by SITA.  No preprinted or
standard terms of any such SITA Order Form (including any references to
individual circuit terms or commitments) shall be of any force or effect nor
shall any terms on the SITA Order Form supplement, supersede or replace the
terms of this Agreement.  With respect
to orders for Services for which Charges are not set forth in this Agreement,
including non-standard orders for Services (e.g., Services in a geographic
location not listed on Attachment RC) (“New Services”), WLP may submit a SITA
Order Form to SITA for such New Services (“New Order”).  WLP may submit non-standard orders for Services
to its SITA Account Manager.  SITA shall
provide WLP with information regarding a non-standard order for


 


21

















 


Services in accordance with Article 4 (Additional
Services), but in no event more than 10 Business Days after receipt of such New
Order.  The Parties shall mutually agree
upon Installation Sites, Charges (which shall reflect prices and discounts
commensurate with the overall size of the Parties’ relationship and the savings
reflected in the Charges established in this Agreement for the Services), and
any other terms, descriptions and information applicable to a New Order, and a
New Order (and its corresponding SITA Order Form) shall only be effective when
mutually agreed upon and executed by duly authorized representatives of both
SITA and WLP.  Upon the execution of a
New Order, the New Services or New Service Components included in it shall be
considered Services for all purposes under this Agreement, including
calculation of WLP Purchases, and the provision of such New Services shall be
governed by this Agreement.  SITA hereby
warrants that, as of the Effective Date, all Services identified in this
Agreement are available for purchase by WLP at the initial Installation Sites
and SITA is authorized to provide such Services in accordance with applicable
regulations and law, subject to availability, any exclusions or exceptions
under applicable regulations or law as identified in Attachment IP.  Installation intervals shall begin on the
Business Day following SITA’s acknowledgement of receipt of an accurate and
complete SITA Order Form from WLP in accordance with Section 2.4(c).  Installation Intervals shall be in
accordance with time frames set out in Attachment IP or Attachment SLA, if
applicable, or otherwise in accordance with such time frames as mutually agreed
by the parties.


 


(b)                                 The
installation interval for any Order shall be no longer than the period
specified in Attachment IP or Attachment SLA, as the case may
be.  Where no interval is specified in
Attachment IP or Attachment SLA, SITA shall provide WLP with its
proposed installation date within five Business Days after validation of the
Order (“Response Target”).  In the event
that SITA fails to meet the Response Target Threshold, SITA shall grant WLP the
Service Credits/SCUs as specified in Attachment SLA (subject to both WLP
and WSL being treated on an aggregate basis in the case of eligibility for
Service Credits/SCUs or other credits and remedies, under both the present
Agreement and the SITA/WSL 2004 Global Telecommunications Agreement) WLP and
SITA shall establish an appropriate installation interval for the Service
Component (i.e., the Committed
Delivery Date).  In the event that SITA
fails to meet the Committed Delivery Date (i.e.,
there is a Delay), and upon request by WLP, SITA shall install a
“Quick Start” connection (i.e. a dial solution) where available within five (5)
Business Days, at SITA’s expense.


 


(c)                                  SITA
shall as soon as possible, but in no event more than five Business Days after
its receipt of an Order, either acknowledge receipt of an accurate and complete
SITA Order Form or inform WLP whether the Order is inaccurate or
incomplete.  If SITA so notifies WLP
within such five Business Day period, the installation interval shall commence
when the deficiency is cured


 


22

















 


by WLP and the revised Order is acknowledged by
SITA.  If SITA fails to either
acknowledge receipt of an accurate and complete SITA Order Form or notify WLP
within such period that the Order is incomplete or inaccurate, the Order shall
be deemed accurate and complete as of the fifth Business Day following SITA’s
receipt of the Order.  An installation
is complete when the newly-installed Service Component is deemed to be accepted
by WLP in accordance with Attachment IP.


 


(d)                                 Orders
must be submitted electronically by an authorized representative of WLP and
will normally be evidenced by a WLP CMF or pseudo CMF or purchase order number,
provided that these requirements
shall be deemed satisfied by the “on line” entry of an order into the
appropriate SITA database by an authorized representative of WLP.  WLP shall place all Orders for Services,
including those provided to Worldspan Owned Users, from a single WLP location,
which location WLP shall designate to SITA, and which WLP may change from time
to time by written notice to SITA.  Once
an Order is submitted, SITA shall prepare the necessary documentation,
distribute such documentation to WLP and the SITA Personnel and vendor(s)
responsible for implementing the Order, execute Orders in accordance with the
Specifications, and update and maintain accurate records in all related
administrative databases.  If SITA
receives an Order in its on line database that originates from an electronic
address of an authorized WLP representative, SITA may, for purposes of this
Section 2.4(d), rely on the Order as being placed by an authorized
representative of WLP without seeking further verification that the Order was
placed by the individual from whose electronic address it originated.  SITA shall track the progress of Orders,
verify Order correctness and completion, and work with WLP to ensure billing
accuracy.  SITA shall provide
pre-designated WLP contacts with regular status reports before, during and upon
Order fulfillment.  In addition, SITA
shall provide WLP with bi-weekly Order tracking reports, which will, at a
minimum, contain the date that SITA received the Order, the Committed Delivery
Date, the status of the Order and date on which the Services or Service
Components set forth in the Order were installed and accepted in accordance
with Attachment IP, and will make available to WLP, at no additional cost, an
on line Order tracking database.


 


(e)                                  Subject
to Subsection 2.4(g), WLP may modify any previously accepted Order or the
initial implementation of Services, cancel, suspend or delay the
implementation, deletion or relocation of any Service or Service Component, or
change Installation Sites (collectively, “Changes”) if its business needs so
require by providing SITA with written notice thereof as soon as possible.  WLP shall provide SITA written notice of any
Changes at least five Business Days prior to the Committed Delivery Date.


 


23

















 


(f)                                    Within
30 days following the Effective Date, SITA shall advise WLP of the standard
configuration of the Service (“Standard Requirements”) necessary for WLP
equipment to interface correctly with the Services, and shall advise WLP in
writing within a reasonable timeframe of any modifications to the Standard
Requirements.  Where the Services at an
Installation Site are being provided using a custom configuration, SITA shall,
as far in advance of the Committed Delivery Date as is reasonably possible,
advise WLP in writing of the custom configurations necessary for WLP equipment
at an Installation Site to interface correctly with the Services.  Notwithstanding the preceding, SITA shall
not be required to provide an on-site review of WLP equipment at each
Installation Site.


 


(g)                                 Prior
to the Committed Delivery Date and in conformance with Attachment IP, WLP shall
prepare the Installation Sites for the implementation of such Services and
provide space, equipment, power and outlets necessary to utilize the Services
in accordance with SITA’s reasonable requirements, which will be provided to
WLP in accordance with Section 2.4(e) above.


 


In any case in which WLP
delays implementation of the Services as described in this Section 2.4(g),
the Parties shall agree upon a “Revised Committed Delivery Date”, which date
shall be as soon as reasonably possible after the event triggering the delay,
and which date shall thereafter be treated as the Committed Delivery Date for
the Service at the affected Installation Site. 
The requirements of this Section 2.4(g) shall apply to the
implementation of Services set forth in Attachment IP and to any Order placed
by WLP.


 


(h)                                 SITA
shall provide WLP written notice of any anticipated Delay within five Business
Days prior to the Committed Delivery Date or immediately if the Committed
Delivery Date is less than five Business Days thereafter(“SITA Delay
Notice”).  In the event that SITA fails
to meet the Delay Threshold, SITA shall grant WLP Service Credits/SCUs as
specified in Attachment SLA (subject to both WLP and WSL being treated on
an aggregate basis in the case of eligibility for Service Credits/SCUs or other
credits and remedies, under both the present Agreement and the SITA/WSL 2004
Global Telecommunications Agreement).


 


(i)                                     SITA
shall designate WLP as a major account. 
As such, SITA shall give the highest priority to all expedite Orders
placed by WLP and shall use good faith and best efforts to comply with WLP’s
requests for expedited handling of Orders in those countries where expedited
processes are available.  During the
course of each calendar month, WLP is entitled to designate up to 15% of all
Orders placed with SITA as expedited Orders and shall receive expedited
fulfillment of such Orders at no additional charge (the “15% Threshold”).  In the event WLP exceeds 15% Threshold, SITA
shall be entitled to Service Credits/SCUs as set forth in Attachment SLA.  As used in this


 


24

















 


Section 2.4(i) and in Attachment SLA,
expedited fulfillment of an Order means installation of and acceptance by WLP
of the Services or Service Components on such Order within seventy-five percent
of the standard lead time to connect set forth in Attachment SLA.


 


(j)                                     SITA
shall use all reasonable efforts to comply with WLP’s requests for the
performance of implementation work outside of Normal Business Hours, and shall
impose no additional SITA charges, however denominated, for such implementation
work, whether such work is requested by WLP or required by SITA in order to
meet Committed Delivery Dates, provided,
however, that where WLP has requested implementation work outside of
Normal Business Hours and such work is not part of the Implementation/Migration
Plan, SITA may pass through to WLP the actual costs for work performed outside
of Normal Business Hours that SITA has paid to an Access Provider or SITA Agent
to implement a Service provided under this Agreement during such hours.


 


2.5                               Compatibility
of WLP Equipment.


 


(a)                                  Upon
WLP’s request, SITA shall provide WLP with the interface specifications of any
Service or Service Component available under this Agreement, and shall
cooperate with WLP in determining the compatibility of the Services with any
equipment or software that WLP proposes to use in connection therewith.


 


(b)                                 WLP
shall be responsible for obtaining, installing, and maintaining all equipment,
software or communications services on the WLP side of the MPD that is
necessary for interconnection with the Network or otherwise for use in conjunction
with the applicable Services.  Subject
to Section 2.6 (Redesigns and Modifications to the Network), WLP shall be
responsible for verifying that such equipment, software or services are
compatible with SITA’s requirements in effect when such equipment, software or
services are interconnected for the first time with the Network, and that they
continue to remain compatible with subsequent revision levels of SITA-provided
equipment, software and services and do not interfere with or cause damage or
loss to the Network, Services or Service Components to the extent that SITA has
previously advised WLP of the circumstances creating such interference or
causing such damage or loss.  Unless
otherwise agreed by the Parties in writing, SITA shall have no responsibility
for the availability, compatibility, operation, performance, capacity or
condition of any equipment, software or services not provided or maintained by
or through SITA under this Agreement.


 


2.6                               Redesigns
and Modifications to the Network.


 


The Services shall
comply throughout the Term with the Network Standards, and SITA shall use
reasonable efforts to comply with the most recent versions of the Network
Standards.  SITA shall give WLP at least
120 days’ advance written notice of any modification or reprovisioning of the
Network or


 


25

















 


any portion thereof or the implementation of any
Service Upgrade applicable to all customers purchasing the upgraded Service (a
“Mandatory Service Upgrade”) that may either affect WLP’s receipt or use of
Services provided under this Agreement or require changes to WLP equipment,
software or communications services necessary for interconnection with the
Network (a “Network Modification”).  If
any Network Modification or Network redesigns (including any modification of
the Services Software) undertaken other than at WLP’s request or to comply with
the Network Standards (i) adversely affects any Service or Service
Component(s), or (ii) prevents any Service from meeting any Specification,
and SITA fails to cure any such consequence within 15 days after written notice
from WLP thereof, WLP may discontinue the affected Service or Service
Component(s) without liability in accordance with Section 14.3(a)(i)
(Partial Discontinuance), and the Preferred Provider Commitment shall be
revised in accordance with Section 2.3 (Preferred Provider Commitment).


 


2.7                               Training
and Documentation.


 


(a)                                  At
no cost to WLP, SITA shall provide reasonable and appropriate training and
Documentation, if necessary, so that WLP can effectively place orders for,
monitor, manage and use the Services provided hereunder.  WLP shall be responsible for the cost of
travel, meals and lodging associated with having WLP personnel attend and
participate in any such training programs.


 


(b)                                 The
Charges set forth in Attachment RC include all of the costs of training as
described herein, and up to 25 seats per year (total for WLP and WSL together)
at formal training programs conducted by SITA or for SITA’s customers.  WLP shall be responsible for the cost of
travel, meals and lodging associated with having its personnel attend and
participate in such training programs.


 


(c)                                  SITA
shall give WLP copies of all Documentation, including revised or updated
versions of such Documentation, when they become available.  SITA shall provide WLP with as many copies
of such Documentation as WLP reasonably requires to meet its needs.  The Documentation for any Service shall, in
all material respects, describe and reflect the functionality of such
Service.  All Documentation provided by
SITA under this Agreement shall be complete and accurate.  WLP may copy the Documentation or any part
thereof for WLP’s or its agents’ (provided that such agents have entered into a
non-disclosure agreement substantially in the form of Attachment ND or
such other agreement if the Parties so agree) internal use only in connection
with its operations, for back-up and for archival purposes.


 


26

















 


2.8                               Access Providers.


 


(a)                                  SITA’s
responsibilities for Access Lines shall consist of (i) monitoring,
directing and supervising the performance of each such Access Provider from
whom it obtains service for use in connection with the Services, including
working directly with the Access Provider to facilitate a timely installation
of Access Lines; (ii) using commercially reasonable efforts to enforce any
warranties and other assurances of performance obtained from each such Access
Provider by SITA; (iii) reporting promptly to WLP any failure of performance by
any such Access Provider that does or could reasonably be expected to affect
materially and adversely WLP’s ability to use any Services in conformity with
the provisions of this Agreement; and (iv) facilitating compliance by any
such Access Provider with applicable requirements under the Agreement.


 


(b)                                 SITA
shall (i) provide WLP with project management services in connection with
Services provided by SITA under this Agreement in conjunction with Access
Providers; (ii) perform all ordering services in connection with Access
Providers; and (iii) coordinate implementation, provisioning, trouble
tracking and other matters related to the ordering, provisioning and
termination of such Access Lines.  SITA
shall bill WLP for Access Lines in accordance with the Agreement, including
Section 5.4 (Invoices).


 


(c)                                  SITA
shall procure Access Lines from Access Provider for resale to WLP, provided, however, that if SITA is
prohibited by law or otherwise from itself providing/reselling Access Lines to
WLP in a geographic area, SITA shall, if and as required, promptly notify WLP
of such fact. Unless SITA is prohibited by law from procuring Access Lines from
an Access Provider as WLP’s agent, SITA shall also promptly (i) provide
WLP with a copy of a form letter of agency, if any, as may be required by the
Access Provider for WLP’s review and approval, (ii) upon receipt of an
executed letter of agency from WLP, submit such letter of agency to the Access
Provider, and (iii) procure such Access Lines as WLP’s agent.  In no event shall WLP’s provision of an
executed letter of agency to SITA within 15 Business Days following SITA’s
delivery of the form letter of agency to WLP be deemed time attributable to
WLP’s actions or failures to act for purposes of calculating Delays.  SITA acknowledges and agrees that
notwithstanding any term in the form letter of agency required by the Access
Provider, SITA shall be authorized to act as WLP’s agent under the letter of
agency only to the extent necessary to perform SITA’s obligations under this
Agreement, and that it will take such actions in conformance with this
Agreement.  SITA further acknowledges
that if WLP pays the Access Provider directly, SITA will not also collect such charges
under this Agreement.


 


27

















 


(d)                                 Upon
written request by WLP and consent by SITA, such consent not to be unreasonably
withheld, SITA shall procure Access Lines from an Access Provider of WLP’s
choice PROVIDED THAT WLP shall pay to SITA all additional incremental costs
incurred by SITA resulting from compliance with such request, including,
without limitation, termination costs of Access Providers already procured by
SITA, if applicable.  Any such additional
incremental costs, if any, shall be in addition to the Charges set out in this
Agreement.


 


2.9                                Ongoing
Cooperation/Performance Review Board.


 


(a)                                  SITA
and WLP shall cooperate in planning and implementing Services provided
hereunder, Additional Services, Service Upgrades and Orders in an efficient,
cost-effective manner.  Such cooperation
shall include each Party’s prompt provision to the other of any information
that the other may reasonably request to carry out its responsibilities
hereunder.


 


(b)                                 SITA
shall invite WLP personnel to user group meetings in the Americas and worldwide
with SITA’s representatives and telecommunications managers and directors of
other SITA customers to review developments in services and technologies and
the impact thereof on the Services.  WLP
shall be responsible for the cost of travel, meals and lodging associated with
having its personnel attend and participate in such meetings.


 


(c)                                  Until
the Initial Implementation of Services is complete, the SITA Project Team
Leader and thereafter SITA’s Account Manager (“SITA Representative”), WLP’s
Team Leader and such other WLP and SITA Personnel as such persons designate
shall attend monthly meetings to review Service performance, Preferred Provider
Commitment the Service Levels/Performance Specifications, SITA’s recommendations
concerning WLP’s network design, and any anticipated Additional Services,
Service Upgrades or changes that would improve the performance of or reduce
WLP’s costs for the Services.  The SITA
Representative and WLP’s Representative shall propose any revisions that may
from time to time be justified by changes in technology and attainable
performance levels.  In addition, SITA
shall meet with WLP on a quarterly basis to review commercial issues that may
have arisen with respect to the Agreement, and SITA executives shall meet
quarterly with WLP executives for a review and update of issues that have
arisen with respect to any aspect of the Agreement.


 


(d)                                 In
no event shall either Party’s participation in any meetings convened pursuant
to this Section 2.9 be deemed a waiver or alteration of any right or
obligation imposed by this Agreement or a commitment or undertaking to perform
or assume any obligations beyond those set forth herein.


 


28

















 


2.10                         [Intentionally Left Blank]


 


2.11                         Operations
and Procedures Document and SITA
Asset Management Database.


 


(a)                                  The Parties shall cooperate in the development
of a mutually acceptable Operations and Procedures Document (including relevant
material from the Attachments) that addresses service orders, scheduling, SITA
and customer communication and coordination, procedures for consultation and
prioritization of repairs in the event of Interruptions at multiple
Installation Sites, inquiries concerning the status of reported Interruptions
and Delays, training, billing, dispute resolution and escalation and similar
matters relating to the administration of this Agreement.  The Operations and Procedures Document shall
include the addresses and telephone numbers of the WLP and SITA Personnel
responsible for the management of the Services.


 


(b)                                 The Operations and Procedures Document shall be
specifically adapted to WLP’s needs, and shall be updated as necessary.  No part of or amendment to the Operations
and Procedures Document shall amend, waive or supersede any portion of this
Agreement.  SITA shall distribute copies
of the Operations and Procedures Document and all updates thereto to those WLP
employees designated by WLP and to SITA employees responsible for performing
this Agreement.  The Operations and
Procedures Document and all modifications thereto specifically adapted or made
exclusively for WLP hereunder shall be subject to WLP’s review and prior
written approval, which approval shall not be unreasonably withheld.  The Confidential Information and/or
information proprietary to each Party incorporated into the Operations and
Procedures Document shall remain the Confidential Information and/or
proprietary information of such Party and shall not be disclosed to the public
or any third party without the written consent of the Party whose Confidential
Information and/or proprietary information might be compromised.


 


(c)                                  No later than 30 days after the Ready For
Services Date for Services at an Installation Site, SITA shall validate the
SITA Asset Management Database for each Installation Site.  SITA shall continuously update such database
whenever any SITA Asset is installed or removed by SITA, is the subject of a
configuration modification, or other change in location or status by SITA.  All such updates to the SITA Asset
Management Database shall be completed within two weeks of SITA’s action
affecting any SITA Asset.  SITA shall
include in the SITA Asset Management Database the same types of data SITA was
maintaining for WLP at the time of execution of this Agreement, and shall
provide WLP with copies thereof upon WLP’s request.


 


29

















 


2.12                         Network/Service
Management and Service Reports.


 


(a)                                  SITA shall provide WLP with network management
services and network management reports as described in Attachment SLA and
this Section 2.12.


 


(b)                                 SITA’s network
management responsibilities include:


 


(i)                                     Ensuring that the
initial equipment configurations on the network access device are correct based
on guidelines provided by WLP;


 


(ii)                                  Scheduling and
undertaking changes to Service configurations with appropriate approval from
and coordination with WLP;


 


(iii)                               Establishing and operating at least one Global
Customer Service Center (“GCSC”) that shall be staffed by technically qualified
and dedicated SITA personnel to address trouble handling, fault isolation, and
escalation procedures for Interruptions. 
The GCSC shall be staffed on a 7X24-hour basis; and


 


30

















 


(iv)                              Monitoring the
Network and providing remote support on a 7X24-hour basis and providing on-site
support during Normal Business Hours (and outside of Normal Business Hours upon
WLP’s written request therefor), providing single point of contact and
responsibility for end-to-end coordination of troubles, problem tracking,
escalation and resolution, and diagnostics and testing.


 


(c)                                  SITA shall provide management reports on a
monthly basis, which shall include information concerning (i) the
configuration of the Network, (ii) the routing of WLP’s traffic,
(iii) bandwidth utilization and propagation delay statistics as requested
by WLP to assist it in determining when to make changes to the Network to
optimize performance, (iv) the status of Orders, (v) provisioning,
maintenance incidents, outages and trouble reports, repairs, and restorations,
and (vi) network performance. Within the applicable timeframe, SITA shall
also provide such other reports as specified in Attachment SLA and this
Agreement, including under Sections 2.2(d) (Implementation), 2.4(d)
(Orders for and Changes to the Services), 2.13(a) and (b), (Optimization), and
8.5 (Regulatory Reports).  SITA shall
make all network/service management reports and statistics available to WLP on
line with an option to download such reports in read-only format at no
additional charge to WLP.  SITA shall,
upon WLP’s reasonable request, make changes and additions to the frequency,
content, format and other aspects of such reports.


 


2.13                        Optimization.


 


(a)                                  SITA
shall on an on-going basis advise and recommend to WLP ways in which to
optimize the efficiency of WLP’s use of the Services.  The Parties shall mutually agree on the manner in which to
implement these optimization recommendations. 
SITA shall also offer advice concerning the Services provided hereunder
and their configuration as and when WLP adds Service Components to existing
Installation Sites or adds new Installation Sites.  As requested by WLP, but not more frequently than annually during
the Term, SITA shall, at no additional charge to WLP, review the mix and
configuration of the Services based on WLP’s expected needs for
telecommunications services during the succeeding 12 months.  Based on each such review, SITA shall make
written recommendations to WLP designed to improve the efficiency and
cost-effectiveness of the Services, including bringing to WLP’s attention any
existing, planned or announced promotional offerings of SITA, Service Upgrades
or Additional Services that might be of value to WLP.  SITA shall deliver such written report to WLP within 30 Business
Days after WLP’s request for such report. 
WLP shall notify SITA in writing if it wishes to implement SITA’s recommendations
(in whole or in part), which may consist of placing an Order for Services or
changes thereto in accordance with such recommendations.


 


31

















 


(b)                                 SITA
acknowledges WLP’s substantial interest in deploying state-of-the-art
technology that offers continually improving performance and more efficient and
cost-effective ways to meet WLP’s telecommunications requirements.  SITA agrees to make such technologies
available to WLP on a timely basis and within the same period that it makes the
same available to comparable commercial customers, such as in the form of
Service Upgrades and Additional Services, and to keep WLP fully apprised on an
on-going basis of improvements to existing technologies and of the expected and
actual availability and implementation of new technologies by SITA.  SITA shall include with the annual review
described in Section 2.13(a) (Optimization) a report describing the
features and functionality of new technologies that WLP may wish to consider
utilizing to meet its telecommunications needs.


 


2.14                        Contingency and Recovery.


 


(a)                                  SITA
shall cooperate with WLP in the development, testing and execution of WLP’s
contingency and disaster recovery plans for disasters occurring at Installation
Site(s) that affect WLP’s (or Worldspan Owned Users’) ability to receive the
Services.


 


(b)                                 For
disasters or other problems occurring within the Network or that affect SITA’s
ability to provide the Services (“Disasters”), SITA shall:


 


(i)                                     upon
WLP’s request, reasonably cooperate with WLP or WLP’s agents in the testing and
implementation of WLP’s contingency and Disaster recovery plans;


 


(ii)                                  periodically
update and test the operability of SITA’s contingency and Disaster recovery
plans;


 


(iii)                               perform periodic backups
and maintain recovery procedures for all network information pertaining to
configuration and network management in the event of server crashes or data
corruption;


 


(iv)                              certify
to WLP that SITA’s contingency and Disaster recovery plans for each of the
individual Service Components provided to WLP are fully operational at least
once every 12-month period with details of SITA’s contingency and Disaster
recovery plans to be used in the event of a Disaster within the Network;


 


(v)                                 upon
WLP’s reasonable request, make presentations to WLP’s Project Manager and other
WLP personnel no less frequently than annually regarding such plans;


 


32

















 


(vi)                              provide
WLP with high level schematic network diagrams/engineering drawings regarding
the routing of WLP traffic and WLP dedicated circuits;


 


(vii)                           promptly provide WLP with a
notice of a Disaster; and


 


(viii)                        immediately implement SITA’s
contingency and Disaster recovery plans upon the occurrence of a Disaster
within the Network or that otherwise affects SITA’s ability to provide the
Services.  Except for Disasters which
are attributable to WLP, SITA shall use its best commercial efforts to
institute a back-up service, at no additional cost to WLP, that meets WLP’s
reasonable business needs for the Services or Service Components at WLP Top Nominated
Accounts within 10 hours of the occurrence of a Disaster but, in any event,
shall restore the Services and Service Components within 30 days of each
occurrence.  If, despite its best
commercial efforts, SITA is unable to institute a back-up service in accordance
with Section 2.14(b)(viii), WLP may purchase an alternative service from
an alternative provider, and SITA shall not charge WLP to connect, commence or
terminate any alternative service obtained under this
Section 2.14(b)(viii).  If the Services
and Service Components are not restored within 30 days of the occurrence of the
Disaster, WLP shall be entitled to discontinue the affected Service or Service
Component(s) without liability in accordance with Section 14.3(a)(i)
(Partial Discontinuance).


 


2.15                        Prevention
of Unauthorized Use.


 


(a)                                  General
Abuse of Services.


 


WLP and SITA shall
reasonably cooperate in efforts to prevent and cure unauthorized use of the
Services provided hereunder by expeditiously informing each other of suspected
abuse and, when known, the identity of the responsible individuals.  SITA shall provide reasonable assistance to
WLP upon request in its efforts to minimize ongoing misuse or abuse of the
Services.


 


(b)                                 Cooperation
in Prosecution of Offenders.


 


SITA and WLP shall,
upon request, provide reasonable assistance to each other in the preparation
and presentation of relevant information to officials of any nationality or
jurisdiction for the purpose of


 


33

















 


prosecuting those individuals responsible for the
abuse or misuse of Services.  The
Parties shall also provide reasonable assistance to each other in all legal
actions that one or both of them may bring against third parties responsible
for the abuse or misuse of such Services.


 


ARTICLE 3
— SITA STAFFING


 


3.1                               Adequate Personnel.


 


(a)                                  SITA
shall ensure that an adequate number of appropriately qualified and trained
personnel are employed and available at all times to provide and support WLP’s
use of the Services and for SITA to perform the Services in accordance with the
terms of this Agreement (“SITA Service Personnel”).  Upon execution, SITA shall provide for WLP’s and WSL’s account
the personnel in the countries (and with the level of dedication) set forth on
Attachment KP, SITA shall designate one SITA employee located in the
United States (the “Account Manager”) to be located at the appropriate SITA
office in Atlanta and shall provide sufficient resources in other locations to
serve WLP’s account.  SITA shall also
designate a Business Solutions Manager and Project Manager to serve the WLP
account.  The Project Manager shall be
based in the United Kingdom and shall dedicate 100 percent of his or her
working time to servicing the needs of WLP and WSL.  The Business Solutions Manager shall be based in the United
States and shall be appropriately assigned to servicing the needs of WLP.  SITA shall appoint and manage the SITA
Service Personnel including such personnel as shall be reasonably necessary to
be on-site at each Installation Site. 
SITA shall notify WLP as soon as possible after dismissing or
reassigning any of the Key SITA Personnel whose normal work location is at WLP
premises.  Notwithstanding the further
terms of this Agreement and the other terms of this Section 3.1
specifically, SITA may adjust the number and types of personnel working on the
WLP account (including Key Personnel, as outlined above and as set forth in
Attachment KP and including their level of full-time or part-time assignment to
WS-related work), provided that SITA consults with WLP prior to making SITA’s
staffing decisions concerning WLP, and provided further that SITA maintain the
staffing levels necessary to meet the requirements of this Agreement.  Accordingly, in the event that SITA wishes
to make such a staffing adjustment, SITA’s Account Manager will first discuss
the intended changes with WLP in order to reasonably take account of WLP’s
present and foreseeable future requirements in SITA’s staffing decisions. SITA
shall provide to WLP the names, addresses, phone and pager numbers for Key SITA
Personnel upon their assignment to WLP’s account.  If SITA Service Personnel are reassigned during the execution of
a special project or any Key SITA Personnel are replaced prior to the end of
the Term, SITA shall ensure a smooth transition, including cooperation between
the replaced and the newly assigned personnel or, where appropriate, an overlap
in the assignment of such


 


34

















 


personnel to WLP. 
For greater certainty the Parties acknowledge and agree that the three
WLP-dedicated project managers who will be assigned to WSL (and paid for by WSL
under the SITA/WSL 2004 Global Telecommunications Agreement, but who will also
treat WLP locations) as part of the professional project management services
directed towards the migration as described in Attachment PS and Attachment IP,
shall not be reduced for the duration of such migration project and are
therefore not subject to the consultation and staffing adjustment processes
described above in this Section.


 


(b)                                 WLP
may notify SITA in writing, specifying the applicable details, when it finds
any SITA Personnel unacceptable for any reason that is lawful in the subject
jurisdiction, including WLP’s determination that he or she is not qualified to
perform the work to which he or she is assigned.  Upon receipt of such notice SITA shall, within five Business
Days, review the matter with WLP and shall take appropriate corrective action
to resolve the matter.  If the matter is
not resolved to WLP’s reasonable satisfaction within 30 days, SITA shall remove
such SITA Personnel off of WLP’s account.


 


3.2                               Key SITA Personnel.


 


(a)                                  Upon
request, WLP shall have the right to interview and express its preferences with
respect to the assignment by SITA of any individuals to Key SITA Personnel
positions, which, as of the Effective Date, consists of the SITA Project
Manager/Team Leader and any other Key SITA Personnel as set forth in Attachment
KP.  SITA agrees to accommodate WLP’s preferences,
where possible, provided that
doing so does not obligate SITA to commit an unlawful act in any jurisdiction
or contravene its own employment practices and policies.  At WLP’s request and subject to SITA’s
employment practices and policies and the applicable provisions of the
collective bargaining or other agreements by which SITA is bound and to
applicable law and regulation, SITA shall provide WLP with the resumes and work
histories of Key SITA Personnel or persons whom SITA intends to designate as
Key SITA Personnel.  WLP shall treat
such work histories and resumes as SITA Confidential Information and return
such work histories and resumes to SITA, upon SITA’s request.  SITA shall notify WLP in advance of (and in
all cases promptly upon receipt of information concerning) a reassignment or
departure of any person assigned to a Key SITA Personnel position, so that WLP
has an opportunity to exercise its interview and preference rights with respect
to the replacement.  Subject to any
delays caused by WLP’s exercise of its interview and preference rights, SITA
shall promptly fill vacancies in the Key SITA Personnel positions.


 


(b)                                 Prior
to the latter of the end of the 12th month after the Effective Date
or completion of the Implementation Plan set forth in Attachment IP, SITA
shall not, without good cause and consistent with SITA employment policies and
legal obligations, make any substitutions or eliminate


 


35

















 


any Key SITA Personnel without WLP’s consent, which
consent shall not be unreasonably withheld, unless such substitution or
reassignment is necessitated by bona fide
promotion, cause, illness, death, termination of employment, or circumstances
beyond SITA’s reasonable control.  If
any of these events shall occur, SITA shall promptly notify WLP in
writing.  After the end of the 12th
month after the Effective Date or completion of the Implementation Plan set
forth in Attachment IP, whichever occurs last, SITA shall use all
reasonable efforts to minimize substitutions or eliminations of the Key SITA
Personnel.


 


3.3                               SITA
Project Manager and Account Manager.


 


(a)                                  Subject
to Section 3.3(c), the SITA Project Manager, until the Initial
Implementation is complete, and the SITA Account Manager thereafter (“SITA
Representative”) and WLP’s appointed representative shall act as the primary
liaisons between the Parties and assume overall responsibility for the
coordination and management of each Party’s performance under this Agreement.  During the Implementation, the SITA Project
Manager shall be dedicated to the provision of Services to WLP and during the
Term, the SITA Account Manager shall be responsible for the provision of
Services to WLP (and to the extent requested by WLP and covered by Attachment
IP, to the Worldspan Owned Users). 
Unless otherwise agreed, the SITA Representatives shall be located at a
SITA office reasonably near WLP’s current Atlanta location and will be
backed-up by a contingent based in the United Kingdom.  The SITA Representatives and WLP’s appointed
representative shall have direct access to the officers or other key
decision-makers in his or her respective organization, and shall call upon the
experience, expertise and resources of such organization to ensure proper
performance of this Agreement.  The SITA
Representative shall be among the Key SITA Personnel.


 


(b)                                 Subject
to and in conformity with this Agreement and all applicable laws and
regulations, the SITA Representative shall, either directly or through one or
more designees, (i) be authorized or obtain authorization to discuss,
review and negotiate modifications of installation intervals, maintenance
response times, priorities for the restoration of interrupted Service
Components and other Service Levels/Performance Specifications by which the
Services shall be measured and managed; (ii) meet regularly with
designated WLP representatives to review SITA’s performance (including
reviewing SITA’s performance statistics and reconciling WLP’s, WSL’s and SITA’s
records relating to Service Levels/Performance Specifications), coordinate the
planning, implementation, provision, management, progress reporting and
acceptance testing of the Services, discuss changes in the pricing of Services,
and discuss


 


36

















 


WLP’s and WSL’s future Service requirements;
(iii) ensure that SITA Personnel are available as needed at all times and
are adequate in number and quality; (iv) ensure that SITA Personnel are
provided the tools, training and support necessary to properly perform their
obligations in relation to the provision of Services; and (v) supervise
SITA Personnel and ensure that they provide Services in accordance with this
Agreement.


 


(c)                                  In
accordance with the SITA/WSL 2004 Global Telecommunications Agreement SITA
shall provide a full time three-member Project Management Team who will work
with the SITA Account Manager until the migration phase is successfully
completed in accordance with Attachments PS and IP (thereby covering WLP
locations as well as WSL locations). 
The Project Manager shall act as SITA’s primary contact until the
Initial Implementation is complete.


 


(d)                                 During
the migration phase, the Project Manager and the two other dedicated members of
the SITA Project Team shall attend progress reporting meetings with WSL’s
appointed representative, which will be held at least once a month for the
purpose of hearing from SITA’s Project Manager reports on, reviews or requests
for approval concerning, such matters as the following:


 


(i)                                     SITA’s
written progress report;


 


(ii)                                  the
overall Implementation/Migration Plan in accordance with implementation of the
Installation Sites;


 


(iii)                               amendments to the
Implementation/Migration Plan as necessary in accordance with
Section 2.4(g) (Orders for and Changes to the Services);


 


(iv)                              coordination
with WLP personnel located at the Installation Sites of the arrangements for
the site surveys, if required, and the subsequent equipment installation
activities at the Installation Sites, as specified in Attachment IP;


 


(v)                                 the
progress of the Installation Site preparation activities, such as the provision
of power, and installation of air conditioning equipment;


 


(vi)                              the
progress of SITA’s site activities, such as the installation of equipment and
connection of circuits;


 


(vii)                           processing requests for
Changes; and


 


(viii)                        coordination of the acceptance
testing of the Services at each Installation Site.


 


37

















 


ARTICLE 4
— ADDITIONAL SERVICES


 


4.1                               Additional
Services.


 


(a)                                  SITA
shall inform WLP of SITA’s existing, planned or announced plans for, or the
existence of, any Additional Services offered by SITA (or by another provider
but available through SITA) that it believes WLP might wish to consider
procuring.  WLP may request SITA to
provide additional information regarding an Additional Service or to provide
such Additional Services.


 


(b)                                 SITA
shall consider in good faith any request by WLP for any Additional Service and
shall inform WLP in writing within 10 Business Days of the receipt of such
request whether it is willing to develop and implement the requested Additional
Service and, if not, the reasons why.


 


(c)                                  Within
20 Business Days, or as may be otherwise agreed in writing between the Parties
prior to the end of such 20 Business Day period, following its receipt of a
request by WLP for information regarding an Additional Service and if SITA
agrees to make such Additional Service available, SITA shall provide WLP with
(i) the nonrecurring charges, if any, and the net change in recurring
Charges associated with the Additional Service (including a highlight of cost
benefits WLP would realize by implementing the Additional Service) and any
other costs or charges associated with the purchase of the Additional Service;
(ii) the projected features and performance specifications of the
Additional Service; (iii) the projected installation interval for the
Additional Service; (iv) the effects, if any, of the Additional Service on
the existing Services; (v) the effects, if any and to the extent
determinable by SITA, of the Additional Service on WLP’s telecommunications
network capabilities; (vi) whether there is any reason such Additional
Service may not lawfully be provided to WLP under this Agreement; and
(vii) any pending actions of the kind described in Section 9.3
(Indemnification; Defense) with respect to such Additional Service of which
SITA is aware.  If SITA cannot
reasonably provide any of the feasibility, cost or other information required
by this Section 4.1(c) to WLP within 20 Business Days, or as may be
otherwise agreed in writing between the Parties prior to the end of such 20
Business Day period, after its request under Section 4.1(b), SITA shall so
state in its written acknowledgment, and SITA and WLP shall develop a schedule for
development and delivery of the information.


 


(d)                                 SITA
may, from time to time, permit WLP to participate in evaluation programs for
new technologies and services, at no charge to WLP, and WLP may, from time to
time, request that SITA cooperate in the testing and deployment of new
features, functions, technologies or applications conceived or developed by WLP
at no charge to SITA.  Where SITA agrees
to make available an Additional Service to WLP, SITA shall permit WLP to test
and evaluate such Additional Services for a reasonable charge and for a
reasonable period of time.


 


38

















 


4.2                               Obligations
with Respect to Additional Services.


 


(a)                                  SITA
shall implement an Additional Service only upon receipt of a New Order from
WLP, acceptance thereof by SITA and the satisfaction of any applicable legal
requirements.  SITA shall not implement
any Additional Service that SITA has indicated, pursuant to Section 4.1(c)
(Additional Services), may adversely affect the price or performance of any
Service Component unless WLP acknowledges and expressly consents in writing
signed by the WLP Project Manager to such adverse effect.  SITA shall continue to provide any Service
Components in relation to which WLP has not consented to degraded performance
in accordance with the requirements of the Agreement unless and until otherwise
agreed by the Parties in writing.


 


(b)                                 The
Parties shall mutually agree upon the Charges for Additional Services (which
shall reflect prices and discounts that are competitive and commensurate with
the business relationship between the Parties as set forth in this Agreement).


 


(c)                                  Upon
their installation and acceptance, Additional Services shall be considered
Services for all purposes under this Agreement, including calculation of WLP
Purchases, and the provision of such Additional Services shall be governed by
this Agreement.


 


4.3                               Discontinued
Services.


 


To the extent that
SITA has the information, if SITA ceases making generally available to its
customers a service or service component that is a Service or Service Component
hereunder (a “Discontinued Service”), SITA shall notify WLP not less than 12
months before the scheduled discontinuance and shall use all reasonable efforts
to provide a substitute for such Discontinued Service for the remainder of the
Term.  Such substitute may be provided
either through SITA’s own facilities or through facilities or services procured
from another vendor, and shall include features and functions equivalent to,
and be offered at Charges equal to, those of the discontinued Service as at the
point in time that the Discontinued Service is no longer available to WLP.  Only where SITA fails to provide a
substitute for such Discontinued Service or the substitute is incompatible with
equipment, software or other services connected to the Discontinued Service
shall WLP have the right to revise the Preferred Provider Commitment in
accordance with Section 2.3(c) (Preferred Provider Commitment).  This shall be WLP’s sole and exclusive
remedy arising from SITA’s cessation of Discontinued Services.


 


39

















 


4.4                               Service Upgrades.


 


(a)                                  After
the implementation of a Mandatory Service Upgrade in accordance with the
provisions of Section 2.6 (Redesigns and Modifications to the Network),
the upgraded Services will continue to conform to or exceed the applicable
Service Levels/Performance Specifications, except as otherwise expressly agreed
by the Parties in writing.


 


(b)                                 SITA
shall make Service Upgrades available to WLP at no additional charge, and WLP
may elect whether and when to accept an Optional Service Upgrade.  WLP’s decision to forego an Optional Service
Upgrade shall not relieve SITA of its obligations to WLP with respect to the
Service Levels/Performance Specifications applicable to the upgraded Service.


 


(c)                                  SITA
shall notify WLP of any revision, improvement, enhancement, modification or
addition to a Service or Service Component (including increases in the
functionality or improvements in performance) that is developed by or for SITA
(or a SITA Agent) and is made available by SITA to its customers comparable to
WLP at an additional charge.  Such
revisions, improvements, enhancements, modifications and additions shall be
treated as Additional Services under this Agreement.


 


4.5                               Amendments
to Service Levels/Performance Specifications.


 


SITA shall provide
proposed amendments to the Service Levels/Performance Specifications that, to
SITA’s knowledge after reasonable inquiry, fully and accurately, set forth the
changes thereto occasioned by the implementation of each Optional Service
Upgrade that WLP chooses to have implemented and Additional Service, and WLP
may negotiate such amendments with SITA. 
Amendments shall be incorporated into the Service Levels/Performance
Specifications upon mutual agreement of the Parties, and SITA shall not
implement any Optional Service Upgrade or Additional Service prior to such
agreement being reached.


 


ARTICLE 5
— CHARGES AND PAYMENTS


 


5.1                               Charges.


 


(a)                                  WLP
shall pay the Charges set forth in Attachment RC for Services and Service
Components specifically identified in such attachment.  For Services of the kind set forth on
Attachment RC (e.g., Managed
DSL or IP VPN) for which there is no Rate and Charge specified at a particular
geographic location to which WLP seeks to extend the Services (e.g. Belize), SITA shall charge WLP those
rates and charges agreed by the Parties for New Services in accordance with
Section 2.4(a) (Orders for and Changes to the Services).  For Services of different kinds than those
set forth on Attachment RC, SITA shall charge WLP the Rates for Additional
Services in accordance with Section 4.2(b)


 


40

















 


(Obligations with Respect to Additional
Services).  Subject to any adjustments
or other charges specifically permitted or required in this Agreement, these
Charges set forth in Attachment RC constitute the totality of charges for
which SITA may invoice WLP in connection with performance of SITA’s obligations
and the provision of Services under this Agreement.  If WLP orders any SITA services which are out-of-scope under this
Agreement, then such order shall be deemed a request for New Services under
Section 2.4(a) or Additional Services under Article 4, as
appropriate.


 


(b)                                 Except
as specifically agreed in writing by WLP or specifically and expressly provided
for in this Agreement, all costs associated with providing the Services
including the support required to fulfill SITA’s obligations under this
Agreement relating to all Installation Sites during the Term of this Agreement,
shall be assumed by SITA and are included as part of the Charges, except to the
extent that Access Lines or certain PTO charges relating to the Access Lines
(e.g. installation) are expressly designated as payable by WLP pursuant to
Attachment RC.  Furthermore it is
understood and agreed by the Parties that all of SITA’s activities necessary or
customary in connection with providing the Services will be included in such
Charges; provided, however, that
the professional service Charges set forth in Attachment PS and Attachment RC
shall be payable by WSL under the SITA/WSL 2004 Global Telecommunications
Agreement in exchange for SITA’s performance of implementation-related Services
as further described in Attachments PS and IP during the migration phase.


 


(c)                                  SITA
shall provide Services at no charge for up to 30 days after a newly- migrated
Service Component in the Americas is deemed to be accepted by WSL in accordance
with Attachment IP.  SITA agrees to
waive all charges for SITA’s design and testing in connection with Services
and, Service Upgrades.  SITA shall also
waive all installation charges (except Access Provider pass-through charges as
described below) for any Service Component or part thereof (e.g., port, PVC, SVC) that remains in
place for the In-Service Period.  If the
Service Component (or part thereof) is discontinued prior to the end of the
In-Service Period other than for cause, at the end of the Term or to replace
the Service with another Service, SITA may charge WLP the installation charge
for the Service Component at the time of discontinuance.  The In-Service Period for Managed ISP,
Managed DSL, IP VPN, and Frame Relay Service is 12 months; the In-Service Period
for ALC and X.25 Service is three months. 
The In-Service Period for Host-to-Host Services is in accordance with
the current SITA Tariff of Products and
Services (“TOPS”) or SITA’s published price list in effect at that
time in effect.  The In-Service Period
for the Protocol Translation Solution Service is 36 months. The In-Service
Period for any and all Service Components in existence on or before the
Effective Date shall be measured from the date such Service Components were
originally installed (i.e., execution
of this Agreement does not restart the In-Service Period for existing
connections).


 


41

















 


(d)                                 All
WLP Purchases paid by WLP to SITA in accordance with this Agreement, shall
contribute to the calculations of the discount in Exhibit Part Two of the
Agreement for Telecommunications Services between SITA and WORLDSPAN, L.P.
effective April 1, 1997 and it is understood and agreed by WLP that such
discount shall not be applied to any of the Services or Service Components
under this Agreement.


 


5.2                               Mid-Term Review.


 


(a)                                  The
Parties acknowledge that regulatory and legislative actions and other
technological or marketplace developments may affect the continued
competitiveness of the Charges for the Services.  Accordingly, at WLP’s and WSL’s joint option, the Parties agree
to meet (along with WSL) at least once during the Initial Term to discuss and
seek in good faith to determine whether (and, if so, what) changes to the rates
or Charges or customer commitments are appropriate by virtue of such
technological or marketplace developments. 
The meeting shall take place within 30 days from the date that WLP and
WSL jointly request such meeting in writing, provided that such request may not
be issued earlier than the first day of the 16th month or later than
the last day of the 20th month of the Initial Term, and provided further that
only one rate or Charges adjustment would be permitted during the Term of this
Agreement (regardless of how many meetings the Parties may have held to discuss
such matter and despite the fact that both WLP and WSL may invoke this mid-term
review together under two separate agreements).  At this meeting the Parties (along with WSL), acting in good faith,
will seek to determine by mutual agreement whether (and, if so, what) changes
to the Charges are appropriate by virtue of such developments, in order to
preserve for each Party (and WSL) the expected benefit of, and the intent of
the Parties (and WSL) with respect to, the rates and Charges in this Agreement
and under the SITA/WSL 2004 Global Telecommunications Agreement (i.e.
aggregated between those two agreements),, taken as a whole.  The intent of the Parties (and WSL) is that
the Charges in this Agreement and under the SITA/WSL 2004 Global
Telecommunications Agreement, taken as a whole (and also aggregated between
those two agreements), remain competitive throughout the Term with the rates
and charges available in the marketplace for telecommunications services
comparable to those used by WLP and WLS from a technically qualified service
provider that is able to provide such services throughout the geographic
regions in which WLP and WLS operate. 
Subject to SITA’s or WLP’s/WSL’s obligations of confidentiality owed to
third parties and excluding SITA’s or WLP’s/WSL’s internal proprietary
information, the Parties agree to provide each other (in connection with this
determination) with pricing and other relevant information to which they have
access, to undertake any reasonable analysis, and to negotiate in good faith.


 


42

















 


(b)                                 If
the Parties along with WSL (when these three entities consider the Charges
under the present Agreement and under the SITA/WSL 2004 Global
Telecommunications Agreement together) determine that changes in the Charges
are appropriate, SITA will, to the extent required by law to offer such rates
under tariff, file revisions to its tariffs or take such other actions as are
necessary to implement any such changes and will diligently seek to make them
effective as soon as reasonably practicable following the Parties’ (and WSL’s)
agreement to such changes, but in no event later than the 60 days following
institution of a review under this Section 5.2.  SITA shall take all appropriate action to implement the agreed
reductions to the fullest extent permitted by law and regulation (e.g., by credits against the Charges paid
for Services in countries where such credits are permitted).


 


(c)                                  If
the Parties (along with WSL) are unable to agree upon revisions to the Charges
within 60 days following institution of a review under this Section 5.2,
then they (either involving WLP or WSL or both to the extent there is no
duplication of claims against SITA) shall resolve their dispute in accordance
with Section 15.8 (Dispute Resolution) and Section 15.9
(Arbitration).


 


5.3                               Credits
for Delays and Interruptions.


 


SITA acknowledges
that, in the event of a Delay or Interruption, WLP will suffer damages, the
amount of which cannot easily be determined, and WLP acknowledges that, in the
event it causes a delay, SITA will suffer damages, the amount of which cannot
easily be determined.  The Parties agree
that the Service Credits/SCUs set forth in Attachment SLA (subject to both WLP
and WSL being treated on an aggregate basis in the case of eligibility for
Service Credits/SCUs or other credits and remedies, under both the present
Agreement and the SITA/WSL 2004 Global Telecommunications Agreement) are
reasonable good faith estimates of the damages that the other Party would
suffer in such event, and that those Service Credits/SCUs, along with the
remedies set forth in Sections 2.3 (Preferred Provider Commitment),14.1
(Termination by WLP), and 14.3 (Partial Discontinuance), where applicable, are
considered adequate remedies by the affected Party for such damages, are not a
penalty and shall constitute the affected Party’s sole remedies with respect to
such events and any other act or omission to act for which Service Credits/SCUs
are provided under Attachment SLA.


 


5.4                               Invoices.


 


(a)                                  SITA
shall provide electronic invoices by the tenth (10th) day of each
month and hardcopy invoices by the fifteenth (15th) day of each
month for Services provided hereunder two months preceding the month in which
the invoice is provided to WLP, at the addresses, in the form and media, and
with the level of detail, specified in Attachment BI. At a minimum, SITA shall
provide invoices with the same level of detail as the invoices provided by SITA
to WLP as of the Effective Date and shall provide all sufficient levels of
detail to track the


 


43

















 


Charges to the Service Components provided at each
Installation Site. As a general matter and as further described in
Attachment BI, SITA shall provide WLP with a single, centrally billed
invoice listing all charges in U.S. dollars for the Services rendered.  In addition, SITA shall provide each
Installation Site with a separate invoice (“the Shadow Bill”), listing that
Installation Site’s charges (including VAT/GST to the extent applicable) in the
local currency of the country where the Installation Site is located.  All charges identified in the Shadow Bill
are for informational purposes only and will not be paid by the individual
Installation Site.  The charges listed
in the Shadow Bill shall be included in the single invoice presented to WLP for
centralized payment.  Subject to
Section 2.1 (Agreement to Provide), WORLDSPAN, L.P. shall be financially
liable for the provision of Services to such Installation Sites. SITA may
modify the form, but not the media or content, of the invoices on 90 days prior
written notice to WLP.  SITA shall
accommodate WLP’s reasonable requests for changes to the form or content of
such invoices.  An invoice that does not
comply in all material respects with the requirements as to content set forth
in Attachment BI shall not be deemed received under
Section 5.4(d).  Invoices shall
reflect any adjustment to or change in the applicable Charges implemented
during the period covering the invoice.


 


(b)                                 SITA
shall apply any discounts due and credits applicable hereunder within the
second invoice following WLP’s eligibility therefore, provided that the application of such
discounts in this manner shall not affect the effective date of such discounts
and SITA shall provide a credit on such second invoice equal to the difference
between what SITA billed WLP and what SITA should have billed WLP had the
discounts been applied to the invoice immediately upon WLP’s eligibility therefore.  In the event that WLP determines that a
credit should have been applied to a particular invoice, it shall notify SITA
of the missing credit in writing and shall be entitled to withhold the amount
of the credit from its current payment. 
In the event that SITA disputes the amount withheld by WLP, the parties
shall meet to resolve their differences on the amount, if any, of the
credit.  If the parties cannot agree on
the amount of the credit, they shall resolve their dispute in accordance with
Section 15.8 (Dispute Resolution) and Section 15.9
(Arbitration).  WLP’s payment of an
invoice without withholding shall not be deemed an acceptance of the invoiced
amounts, and, subject to Section 5.4(f), WLP may at any time during the
Term dispute Charges for which it was invoiced.  In addition to the monthly billing reviews described in
Section 5.5(a) (Billing Reviews and Audits), a reconciliation and
verification of such discounts and credits shall be conducted semi-annually.


 


(c)                                  SITA
shall bill WLP monthly at the address and in the manner (e.g., in advance or in arrears) designated
in Attachment BI.  All discounts
established in Attachment RC shall be credited on the invoices containing
the charges against which such discounts are calculated.


 


44

















 


(d)                                 All
items on an invoice that are not the subject of a bona fide dispute shall be due and payable by WLP within
(i) 30 days after WLP’s receipt of an invoice therefore that complies
in all material respects as to content with, and is substantially similar in
form to, Attachment BI, and (ii) 60 days after WLP’s receipt of its
first invoice that complies in all material respect as to content with, but is
substantially different in form from, Attachment BI (in either case the
“Due Date”).


 


(e)                                  WLP
shall pay all amounts due SITA pursuant to Section 5.4(d) in United States
dollars and SITA shall convert all other currencies to United States dollars
using the then current published monthly International Air Transportation Association
(“IATA”) rates.  SITA shall convert the
Shadow Bills using this currency exchange rate as well.  If at any time during the Term any foreign
law, regulation or practice prohibits or significantly impedes SITA’s ability
to receive United States dollars in payment of its foreign currency bills to
WLP, the Parties will negotiate in good faith to develop a mutually acceptable
solution.  Any actual expenses paid by
SITA to an Access Provider that SITA is permitted to pass through to WLP under
this Agreement shall be converted by SITA to United States dollars (using the
above-mentioned IATA conversion rates) and included in WLP’s invoices.


 


(f)                                    If
WLP, in good faith, disputes the accuracy or legitimacy of any SITA fees,
charges, expenses or other amounts payable under this Agreement, it shall
notify SITA (in writing) of such dispute prior to the Due Date (if WLP is
withholding payment of the disputed amounts) or within 12 months of its receipt
of the invoice containing the disputed item (if WLP is contesting previously
paid amounts).  WLP shall include in
such notice the basis for the dispute in sufficient detail to understand and
address the issue(s).  Billing disputes
shall be resolved pursuant to Section 15.8 (Dispute Resolution) and
Section 15.9 (Arbitration) with respect to resolution of disputes arising
out of billing reviews.  SITA shall not
deny or restrict Services during the pendency of a good faith dispute because
of such pendency.  WLP shall not
withhold payment with respect to any portion of Charges not subject to a bona fide dispute.


 


(g)                                 SITA
shall promptly credit to WLP any payment made to which SITA is not entitled
hereunder, shall apply such credits against charges on invoices rendered to WLP
and, if on the final invoice provided WLP for Services purchased hereunder,
there are not sufficient charges against which to credit the overpayment, SITA
shall refund the amount of such overpayment net of any credits provided to WLP
against its invoices.  In the event that
SITA fails to apply a credit within the second invoice following SITA’s receipt
of WLP’s notice that such application or issuance is past due, such amounts
shall be deemed subject to a bona fide dispute.


 


45

















 


(h)                                 SITA
shall apply the Charges, discounts, Taxes and any credits or adjustments in a
timely and accurate manner.  SITA shall
not bill WLP, and WLP shall not be required to pay, for any Services provided
more than 12 months before the date of the invoice reflecting such charge.  Likewise, WLP must raise any billing error
which may result in a credit to WLP within 12 months of the occurrence of such
error or SITA shall not be required to provide the associated credit.


 


5.5                               Billing
Reviews and Audits.


 


(a)                                  Monthly Billing Reviews.


 


(i)                                     SITA
and WLP shall review bills for Services monthly and shall develop a detailed
summary of the results, including exception reports and errors.  SITA shall reconcile all errors in its bills
by debiting or crediting WLP with the difference between the amounts paid by
WLP during the period covered by the billing review and the amounts that should
have been invoiced.  Such debit or
credit shall be reflected within the second bill issued following completion of
the monthly billing review.


 


(ii)                                  In
the event that SITA and WLP cannot reconcile an invoice within 10 days after
their monthly meeting, any unresolved amounts shall be deemed subject to a bona fide dispute, and WLP shall be
entitled to withhold from its payment such unresolved amounts (but only to the
extent of the amounts remaining in dispute) until resolution of the dispute.


 


(iii)                               Any disputes concerning
the results and recommendations of a billing review shall be referred to the
SITA Project Manager and the WLP Project Manager for resolution.  If they cannot resolve such dispute, the
unresolved matters shall be escalated by the Parties for prompt
resolution.  Either Party may invoke the
provisions of Section 15.8 (Dispute Resolution) and Section 15.9 (Arbitration).


 


(b)                                 Audits and Inspections.


 


(i)                                     Subject
to SITA’s reasonable security requirements and Section 5.4 (Invoices), WLP
may only employ the assistance of one of the following entities, Arthur
Andersen, KPMG International, Pricewaterhouse Coopers, Deloitte & Touche
LLP or Ernst & Young


 


46

















 


LLP, any
successors thereto or, with SITA’s consent, which shall not be unreasonably
withheld, other auditors (“WLP’s agents”) to audit SITA’s books, records and
other documents and conduct an inspection of the Services and premises of SITA
to assess the accuracy of SITA’s invoices and its compliance with the Service
Levels/Performance Specifications no more than once in each year of the
Term.  SITA shall provide WLP’s agents
access to all information relevant to the provision of Services under this
Agreement, but neither WLP nor WLP’s agents will have access to information
regarding SITA’s provision of services to other customers.  SITA shall exercise reasonable efforts to
permit WLP’s agents to conduct a similar audit and inspection of SITA
Agents.  WLP shall cause any WLP agent
retained for this purpose to execute a non-disclosure agreement in favor of
SITA with requirements at least as stringent as those contained in the form of
agreement set forth in Attachment ND or such other non-disclosure
agreement as the Parties agree.  Such
audit or inspection shall take place at a time and place agreed upon by the
Parties, and shall commence no later than 30 days after notice thereof to
SITA.  WLP shall have no right to audit
SITA except through the services of a WLP agent.


 


(ii)                                  SITA
shall promptly correct any failure to comply with this Agreement that is
revealed by an audit, including making refund of any overpayment by WLP in the
form of a credit within the second invoice after the Parties have agreed upon
the accuracy of the audit results.  Any
disputes concerning audit results shall be referred to the Parties’ Project
Managers for resolution.  If these
individuals cannot resolve the dispute, the dispute(s) shall be escalated in
accordance with Section 15.8 (Dispute Resolution) and Section 15.9
(Arbitration) for prompt resolution.


 


(iii)                               WLP shall provide SITA
with reasonable advance notice of any audit or inspection.  SITA shall cooperate fully in any WLP audit
or inspection, providing WLP’s agent reasonable access to:  (A) any and all SITA Personnel,
business premises from which Services are provided and (B) SITA’s books,


 


47

















 


records and other
documents reasonably necessary to assess the accuracy of SITA’s invoices and
SITA’s compliance with the Service Levels/Performance Specifications.  To the extent that the books, records, and
other documents described in the preceding sentence are located at business
premises or sites other than SITA’s facilities in its principal place of
business in the United States, SITA shall make arrangements to provide WLP’s
agent with those books, records and other documents in its principal place of
business in the United States or such other location as the parties mutually
agree.  In the event WLP determines that
its audit cannot be successfully conducted without access to the remote
locations from which Services are being provided, SITA shall provide WLP’s
agent full access to the remote locations. 
SITA shall also cooperate fully in coordinating, as necessary, with SITA
Agents to provide WLP’s agent with comparable access to SITA Agents’ personnel,
business premises, books, records and other materials that are germane to the
subject of the audit or inspection. 
SITA may redact from its books, records and other documents provided to
WLP’s agent any information that reveals the identity or confidential
information of other customers of SITA or SITA Confidential Information that is
not relevant to the purposes of the audit.


 


(iv)                              WLP
may audit SITA’s books and records twice during any Contract Year if a previous
audit found (A) previously uncorrected net variances or errors in invoices
in SITA’s favor with an aggregate value of at least two percent of the amounts
payable by WLP for Services provided during the period covered by the audit, or
(B) material variances in SITA’s performance from applicable Service
Levels/Performance Specifications.


 


(v)                                 Audits
and inspections shall be at WLP’s expense, subject to reimbursement by SITA for
the actual costs of conducting the audit, not to exceed $50,000 in the
aggregate for audits performed by WLP hereunder and by WLS under the SITA/WSL
2004 Global Telecommunications Agreement, if an audit finds variances in SITA’s
(or one or more of SITA Agents’)


 


48

















 


performance from
the requirements hereof that would: 
(A) give rise to a right of termination of the Agreement without
liability under Section 14.1(a)(ii) (Termination by WLP), or
(B) require a correction or adjustment in the Charges or in any invoice
paid or payable by WLP hereunder by an amount that is greater than two percent
of the aggregate charges for the Services during the period covered by the
audit.


 


(vi)                              If
any audit by an auditor designated by WLP in accordance with
Section 5.5(b)(i) or a regulatory authority results in SITA being notified
that it or SITA Agents are not in compliance with any law, regulation, or
generally accepted accounting principles relating to the Services, and SITA has
not placed the audit results in dispute in accordance with Section 15.8
(Dispute Resolution Process), SITA shall, and shall cause SITA Agents to, take
actions to comply with such audit.  SITA
shall bear the expense of any such response that is required by a law,
regulation, or accounting requirement relating to SITA’s business or necessary
due to SITA’s noncompliance with any law, regulation or accounting requirement
imposed on SITA.  Contested audit
results shall be escalated in accordance with Section 15.8 (Dispute
Resolution) and Section 15.9 (Arbitration).


 


(vii)                           If any audit discloses
(A) material variances from applicable Service Levels/Performance
Specifications in SITA’s (or one or more of SITA Agents’ or, solely with
respect to TNPA, Access Providers’) performance or (B) the need for
adjustments in SITA’s bills, the audit results and recommendations shall be
referred to the Parties’ Project Managers for resolution.  If the Project Managers cannot, within 30
days of their receipt of such audit, resolve any dispute over the results of
such audit and agree upon appropriate action to be taken in light thereof, any
unresolved matters shall be escalated in accordance with Section 15.8
(Dispute Resolution) and Section 15.9 (Arbitration) for prompt
resolution.  Upon the discovery of
overcharges not previously reimbursed to WLP or the resolution of disputed
audits, SITA shall promptly reimburse WLP the amount of any overpayment in the
form of a credit to


 


49

















 


WLP on the invoice
within the second billing cycle after WLP and SITA have agreed upon the
accuracy of the audit.


 


(viii)                        At no additional charge to WLP,
SITA shall:  (A) retain records and
supporting documentation sufficient to reasonably document the Services and
Charges paid or payable by WLP under this Agreement for at least five years
after termination or expiration of this Agreement, and (B) upon notice
from WLP, provide WLP and its designees with reasonable access to such records
and documentation.


 


5.6                               Taxes.


 


(a)                                  All
Charges for Services are exclusive of, and WLP agrees to pay, sales, gross
receipts, use, excise, utility, value added taxes and other governmental
imposts, levies and duties or similar charges lawfully levied by a duly
constituted taxing authority against or upon the Services or their use by WLP
(collectively the “Taxes”).  In the
alternative, WLP will provide SITA with validly executed certificates evidencing
WLP’s exemption from payment of or liability for such taxes, in which case SITA
agrees to recognize the claimed exemption from WLP from such taxes upon its
receipt of such certificate to the extent provided by applicable law.  In the event such certificate is deemed
invalid, WLP agrees to indemnify and hold SITA harmless against penalties or
liabilities incurred by SITA to the extent caused by WLP’s failure to pay the
taxes.


 


(b)                                 All
other taxes, including ad valorem, income, franchise, privilege, personal
property, withholding taxes or other employment related taxes relating to
SITA’s employees or occupational taxes levied on SITA or based upon SITA’s
income and all taxes relating to SITA Agents who perform or assist in the
performance of SITA’s obligations hereunder shall be paid by SITA, and shall
not be passed through to WLP in the form of a tax or surcharge on the Services.


 


(c)                                  Further,
any taxes assessed, including a gross up thereon, on the provision of the
Services resulting from SITA relocating or rerouting the delivery of Services
for SITA’s convenience to, from, or through a location other than the
Installation Site designated to be used to provide the Services shall be paid
by WLP and WLP shall receive a credit with respect to the Charges invoiced
hereunder equal to such payments made pursuant to this Section 5.6(c).


 


(d)                                 In
the event WLP is required by the laws of any relevant tax authority to withhold
income or profits taxes from payments made by WLP to SITA hereunder, WLP will
notify SITA in writing of same and upon SITA’s


 


50

















 


request, WLP will promptly provide to SITA tax
certificates documenting remittance of such taxes to the relevant tax
authorities within 90 days from the date of the original invoice for the Taxes
from SITA to WLP.


 


(e)                                  SITA
shall collect the Taxes from WLP in the same manner it collects such taxes from
other customers in the ordinary course of SITA’s business, but in no event
prior to the time it invoices WLP for the Services for which such taxes are
levied.  Any penalties imposed upon SITA
resulting from any delay or failure by WLP to pay Taxes for which it is
responsible hereunder and for which SITA has accurately and timely invoiced
WLP, shall be paid by and the responsibility of WLP.  SITA shall pay and bear responsibility for any delay or failure
to invoice, or to remit to the proper taxing authorities, those Taxes to be
collected by SITA from WLP hereunder. 
SITA shall clearly identify all Taxes by taxing jurisdiction.


 


(f)                                    SITA
shall reasonably cooperate with WLP to lawfully minimize the Taxes.  To assist WLP in the recovery of any Taxes,
SITA shall provide WLP with a VAT/GST invoice and other reasonable and readily
available information required to support such recovery.


 


(g)                                 WLP
may initiate and manage litigation brought in the name of WLP to obtain refunds
of the Taxes paid by WLP.  SITA shall
reasonably cooperate with WLP in pursuing any refund claims for the Taxes,
including related litigation or administrative proceedings.


 


(h)                                 Where
WLP considers that payments are subject to withholding at source, it will
notify SITA in advance, and the Parties will work reasonably together to
minimize such tax, as legally feasible. 
WLP will provide SITA with copies of certificates of deduction of tax or
other such documentation in relation to the tax paid as SITA may reasonably
require and as available.


 


ARTICLE 6
— CERTAIN RIGHTS AND OBLIGATIONS OF SITA AND WLP


 


6.1                               Third Party
Warranties.


 


SITA shall (to the
extent legally permissible) pass through to WLP and enforce on WLP’s behalf any
material rights, warranties, licenses and other benefits accruing to it under
each of SITA’s agreements with third parties participating in or providing
equipment used in the provision of Services wherever and whenever SITA’s failure
to enforce such benefits would materially and adversely impair SITA’s ability
to provide Services in accordance with the requirements of this Agreement.


 


51

















 


6.2                               Obligation to Maintain Insurance.


 


(a)                                  Required Insurance.  At all times during the Term, SITA shall
carry and maintain in each jurisdiction in which Services are provided under
this Agreement, and at its own expense, the closest local equivalent to
workers’ compensation and employer’s liability insurance covering SITA’s
employees in accordance with statutory requirements applicable in the place
where the Services are to be provided hereunder, and such other insurance
coverage as may be required by law to insure against direct losses or damages
to WLP’s personnel, customers, property or other contractor’s personnel or
property caused by SITA’s activities. 
Workers’ compensation and employer’s liability insurance shall be set at
an amount of not less than $1,000,000 per occurrence.  At all times during the Term, SITA shall maintain for itself, its
officers, employees and any SITA Agents permitted to perform services on behalf
of SITA in accordance with this Agreement:


 


(i)                                     Public/general
liability insurance on an occurrence or claim form basis, such insurance to
insure against liability for bodily or personal injury and death and for
property damage in an amount which shall be not less than $1,000,000 per
occurrence/claim including: 
(A) products liability and completed operations;
(B) independent contractors liability; (C) broad form contractual
liability; (D) broad form property damage coverage; (E) extended
bodily injury, incidental medical malpractice; and (F) personal
injury.  Such coverage shall apply to
bodily injury and property damage liability arising from the negligence or
willful misconduct of SITA, its employees, SITA Agents or guests.


 


(ii)                                  All
risk property damage insurance in such amount and scope providing coverage for
physical loss, damage or destruction, the replacement, repairs or reproductions
of materials and equipment and related property, either on Installation Sites
or such other locations as may be utilized in the performances of this
Agreement, including valuable papers, records, software, media and similar
data.


 


52

















 


(iii)                               Broad form crime
insurance which shall provide for loss sustained or legal liabilities incurred
by WLP by virtue of the dishonest or fraudulent acts of SITA, its employees or
SITA Agents, including coverage for forgery, alteration, theft and computer
generated fraud.  Such coverage shall be
obtained in a minimum amount of $2,000,000.


 


(iv)                              Broad
form professional liability insurance which shall provide for loss sustained or
legal liabilities incurred by WLP by virtue of the negligent acts, errors and
omissions of SITA, its employees, SITA Agents under the Agreement including
loss resulting from patent or copying infringement in a minimum of $2,000,000.


 


(b)                                 [intentionally left blank]


 


(c)                                  SITA
shall be responsible for any loss within the deductible of any policy and any
insurance purchased by SITA shall be primary and non-contributory as respects
any other insurance coverage available to the purchase of the minimum insurance
shall not release SITA from any liability assumed under Agreement.  Nothing in this Section 6.2 (Obligation
to Maintain Insurance) shall expand, contract or otherwise affect the scope of
SITA’s liability under this Agreement, including inter alia Article 9
(Intellectual Property Rights and Indemnification; Software License) or
Article 10 (Limitation of Liability; Third Party Claims).


 


(d)                                 Upon
WLP’s request, SITA shall deliver certificates of insurance evidencing the
Required Insurance.


 


(e)                                  All
Required Insurance shall be evidenced by valid and enforceable policies issued
by a company or companies which are acceptable to WLP, such acceptances not to
be unreasonably withheld.


 


(f)                                    If
SITA fails to initially obtain or, thereafter, maintain any Required Insurance
pursuant to the requirements herein, WLP may (but shall not be obligated to)
purchase such insurance on behalf of SITA, in which event WLP shall deduct all
amounts incurred by WLP in placing such coverage from any payment due to SITA.


 


(g)                                 All
notices and certificates of insurance under this Section 6.2 shall be
delivered to WORLDSPAN, L.P., Treasury/Risk Management, Attention: Risk and
Treasury Analyst, 300 Galleria Parkway, N.W., Atlanta, Georgia 30339.


 


(h)                                 THE PARTIES EXPRESSLY AGREE THAT
ALL PROVISIONS RELATING TO INSURANCE, CLAIMS OR POTENTIAL CLAIMS, LIABILITY AND
SERVICE CREDITS/SCUS HEREUNDER SHALL BE INTERPRETED SUCH THAT THERE IS NO


 


53

















 


DUPLICATION OF CLAIMS OR LIABILITIES (INCLUDING
INDEMNITIES) BROUGHT AGAINST (I) SITA BY WLP AND WSL; OR (II) WLP AND WSL BY
SITA; OR ANY ADDITIONAL LIABILITY ARISING AS A RESULT OF THE CO-EXISTENCE OF
THE PRESENT AGREEMENT AND THE SITA/WSL 2004 GLOBAL TELECOMMUNICATIONS
AGREEMENT.


 


6.3                               Lien Claims.


 


(a)                                  In
no event shall WLP be obligated to pay any SITA Agent or Access Provider for
claims that arise out of work contracted for by SITA and related to the
Services.  SITA shall remain
contractually, legally and financially responsible and primarily liable
hereunder for the performance of all obligations, fulfillment of all terms and
conditions and payment of any charges for services rendered in connection with
this Agreement by SITA Agents or Access Providers contracted for by SITA and
such entities shall have no direct or indirect rights against WLP under this
Agreement to enforce any obligations under this Agreement, institute any legal
claim or action against or including WLP arising under or as a third party
beneficiary to this Agreement.  All
actions taken or not taken by SITA Agents shall be deemed taken or not taken by
SITA hereunder.


 


(b)                                 If
any SITA Agent or Access Provider contracted for by SITA shall file in a county
clerk’s office a notice of intention, lien claim or stop notice with respect to
a mechanics’ lien or similar claim against WLP or where WLP may be liable on
such claim as a tenant (collectively “Lien Claim”), WLP shall promptly notify
SITA of the filing of such Lien Claim and SITA shall (i) defend and
indemnify WLP for the Lien Claim and all costs, damages, expenses and
liabilities relating to the Lien Claim (including reasonable attorneys fees),
(ii) ensure that work in progress is not interrupted by taking such
appropriate steps as are necessary to satisfy or otherwise completely resolve
the Lien Claim and (iii) either, at SITA’s sole option, (A) deliver
to WLP, in a form reasonably satisfactory to WLP, a complete release of all
Lien Claims and an affidavit to the effect that all the labor and material
costs have been paid; (B) furnish to WLP a bond in form and amount
satisfactory to WLP indemnifying WLP against such Lien Claim; or (C) enter
into an agreement reasonably acceptable to WLP to indemnify WLP against such
Lien Claim and all related costs, damages, expenses and liabilities.  If any Lien Claim shall be filed subsequent
to the expiration or termination of this Agreement, SITA shall, at its sole
cost, discharge such Lien Claim within 15 days following the receipt of notice
from WLP or shall defend WLP against and indemnify WLP therefore.


 


6.4                               Access and
Security.


 


(a)                                  For
purposes of this Section 6.4, “WLP” shall include any travel agency
designated by WLP as an Installation Site for the Services.  Subject to the provisions of this
Section 6.4, during regular Normal Business Hours, SITA Personnel shall
have access to WLP’s Installation Sites as is reasonably necessary to provide
the Services in accordance with the terms of


 


54

















 


this Agreement provided
that such SITA Personnel show appropriate credentials to WLP
security personnel at all WLP premises, including a photo identification badge
on which appears such SITA Personnel’s name. 
The SITA Personnel shall continue to display their badge at all times
while at WLP’s facilities.  In the event
that SITA personnel require access to WLP facilities after Normal Business
Hours, SITA shall provide WLP with reasonable advance notice that SITA
Personnel in need of access to a particular Installation Site are in the
process of being dispatched (notice to the affected travel agency shall not
constitute notice to WLP) and shall provide in advance of the required access a
list of SITA Personnel authorized to provide the Services at the relevant
Installation Site, which list shall be maintained by SITA and provided to
appropriate WLP security personnel at such Installation Site.  In an emergency situation, SITA’s Project
Director may contact WLP’s Director of International Technology to arrange for
SITA Personnel who may not already be on the aforementioned list to be
permitted access to WLP’s premises for the purpose of responding to such
emergency situation, and WLP’s Director of International Technology shall use
reasonable efforts, taking into account the emergency situation, to facilitate
the required access in such circumstances.


 


(b)                                 SITA
and SITA Personnel shall at all times comply with WLP’s reasonable Security
Requirements at all of Installation Sites, including the Security Requirements
governing the proper use, management, administration, transmission and security
of all WLP information stored on and exchanged via WLP or SITA computer systems
and networks.  WLP will provide SITA
with a copy of such Security Requirements within a reasonable period prior to
the Committed Delivery Date for the particular Installation Site.


 


(i)                                     In
support of the foregoing, SITA’s security-related responsibilities shall
include providing for and implementing any and all protective measures and
controls reasonably necessary to safeguard all WLP information, including WLP
Confidential Information with which SITA comes into contact from time to time,
whether electronically or otherwise, as a result of providing, installing, and
implementing the Services against any instances of theft or unauthorized
access, disclosure, modification, destruction, or, subject to Section 2.15
(Prevention of Unauthorized Use), use or unavailability.  Such protective measures and controls must
be reasonably designed to prevent security breaches and intrusions, including
those aimed at the Network and the operations centers thereof, WLP’s network,
and any third-party network managed, administered or controlled by SITA.  SITA will assist WLP, whenever practicable,
to transmit its


 


55

















 


data in the format
that WLP deems most appropriate for meeting its security needs.  SITA agrees to work with WLP’s security
personnel to design and install such firewalls as WLP deems reasonably
necessary when implementing a Service Component onto the Network that is either
terminated or initiated at a non-WLP location and maintaining all firewalls
between the SITA Backbone Network and the public Internet and Public Switched
Network.


 


(ii)                                  When
deemed appropriate by WLP, WLP will notify SITA that passes or identification
cards are required, and SITA Personnel will be issued passes or identification
cards which must be presented upon request to WLP’s personnel and surrendered
promptly upon WLP’s demand or upon termination of this Agreement.  Such passes or other identification shall be
issued only to persons meeting security criteria established by WLP for such
purpose.


 


(c)                                  Notwithstanding
any other provision of this Agreement to the contrary, WLP shall have the right
to refuse to issue such passes or identification cards or immediately to
terminate the right of access to an Installation Site of any SITA Personnel,
should WLP determine, in its sole discretion, for any lawful reason, that such
refusal or termination is in WLP’s best interest.  WLP shall promptly notify SITA of any such refusal or termination
of access, and SITA shall have a reasonable opportunity to demonstrate to WLP
that refused rights of access should be granted or terminated rights of access
should be reinstated.  Any refusal or
termination of access shall remain in effect pending such demonstration and WLP’s
final determination as to the advisability of such reinstatement.  In the event that SITA Personnel are barred
from an Installation Site, the Parties shall agree upon a Revised Committed
Delivery Date, which date shall be as soon as reasonably possible thereafter,
and which date shall be treated as the Committed Delivery Date for the Service
at the affected Installation Site, unless SITA had prior notice or cause to
believe that particular SITA Personnel would be barred from WLP’s premises, in
which case the time allowed under this Agreement for the performance of any
services, provision of materials or other obligations hereunder of SITA,
including any installation, repair, maintenance or similar action that such
barred personnel were to perform shall not be extended.


 


(d)                                 SITA
Personnel shall at all times act and dress in a professional manner and
consistent with local custom while on WLP’s premises.


 


56

















 


6.5                               Notification
of Pending or Threatened Non-Performance.


 


If, for any
reason, SITA discovers that it or any SITA Agents or Access Providers shall not
be able to perform obligations hereunder, SITA shall promptly notify WLP of
that fact.  The notification shall be
written and shall include a detailed description of the problem, the causes of
the problem and SITA’s or SITA Agent’s or Access Provider’s contingency
plan.  Such notification shall not
relieve SITA of its obligations and shall not preclude any remedies available
to WLP hereunder.


 


6.6                               SITA Equipment.


 


SITA shall retain all
right, title and interest to any and all SITA Equipment.  WLP shall use reasonable care in protecting
SITA Equipment against damage or loss while on the Installation Site, and shall
reasonably promptly pay to SITA the net book value of any lost or damaged SITA
Equipment (where such loss or damage is not attributable to SITA (including
SITA Agents) or Access Providers upon such loss or damage.  This shall be SITA’s sole and exclusive remedy
with respect to any such damage or loss.


 


6.7                               Content of
Messages.


 


SITA shall not be responsible or liable for the content of WLP
information transmitted through the Network, except to the extent that SITA
modifies the content transmitted to the recipient or where, as a result of
SITA’s misdirection or disclosure of the transmission to an unintended
recipient, the content becomes unlawful or legally actionable.


 


ARTICLE 7
— CONFIDENTIAL INFORMATION


 


7.1                               Definition of Confidential Information.


 


“Confidential
Information” means all non-public information concerning the business of
WORLDSPAN, L.P., any WLP Affiliate, any Worldspan Owned User or other third
party doing business with any of them (including customers of WORLDSPAN, L.P.
or a WORLDSPAN, L.P. Affiliate) that SITA may obtain from any source in the
course of providing the Services (“WLP Confidential Information”) or concerning
the business of SITA and any third party doing business with SITA that WLP may
obtain from any source in the course of its use of the Services (“SITA
Confidential Information”).  The terms
of this Agreement and discussions, negotiations and proposals from one Party to
the other related directly thereto shall be both WLP and SITA Confidential
Information.  “Confidential Information”
shall also include network designs, telecommunications usage data, pricing and
financial data, software code, the identity and configuration of
equipment/networks, optimization recommendations, research, development
(including development, plans and specifications for any


 


57

















 


product or service that is designed or modified for
WLP at WLP’s request or expense irrespective of whether such plans and
specifications are completed or implemented), strategic and other business
plans, and related information.  All
such information disclosed prior to the execution of this Agreement and during
the Term shall also be considered “Confidential Information.”  All information that relates to the
quantity, WLP technical configuration, type, destination, and amount of use of
the Services subscribed to by WLP and all information, except SITA’s pricing of
Services, contained in bills pertaining to the Services received by WLP from
SITA shall be the Confidential Information of WLP regardless of where it is
collected or stored, and shall not
be deemed the Confidential Information of SITA.  “Confidential Information” shall not include information that:
(a) is already rightfully known by the receiving Party at the time it is
obtained by said Party, free from any obligation to keep such information
confidential; (b) is or becomes publicly known through no wrongful act of
the receiving Party; or (c) is rightfully received by the receiving Party
from a third party without restriction and without breach of this Agreement.  Information equivalent to that described
above that is independently developed by a Party without using any Confidential
Information of the other Party shall not be considered Confidential Information
for purposes of this Agreement. 
“Person” for the purposes of this definition shall be deemed to include
natural persons as well as corporations and other entities, and includes WLP,
SITA, and SITA Agents.


 


7.2                               Use
and Protection of Confidential Information.


 


(a)                                  Except
for any Confidential Information labeled “Trade Secret” and for which no time
limit on the confidentiality obligations hereunder shall apply, during the Term
and for a period of five years from the date of its expiration or termination
(including all extensions thereto), each Party agrees to maintain in strict
confidence all Confidential Information of the other Party, including
preventing disclosure to any competitor of the other Party (known to be such
after reasonable inquiry).  No Party
shall, without obtaining the prior written consent of the Party with
proprietary rights thereto, use such Party’s Confidential Information for any
purpose other than for the performance of its duties and obligations under this
Agreement, enforcement of its rights under this Agreement, or for provision of
other services to such Party.  Neither
Party shall have intellectual property rights of any kind or nature to the
Confidential Information disclosed by the other Party in accordance with this
Article 7 or to material which is created using such Confidential Information.


 


58

















 


(b)                                 Each
Party may produce extracts and summaries of the other Party’s Confidential
Information consistent with such Party’s permitted use of Confidential
Information.  Each Party shall use, and
shall take reasonable steps to arrange for other persons authorized to receive
the other Party’s Confidential Information to use, at least the same degree of
care to protect the other Party’s Confidential Information as it uses to
protect its own Confidential Information.


 


(c)                                  The
provisions of this Section 7.2 shall substitute for and supersede the
provisions of any non-disclosure forms that SITA generally requires customers
to execute prior to such disclosures.


 


7.3                                Disclosure
of Confidential Information to Employees and Others.


 


Notwithstanding
Section 7.2 (Use and Protection of Confidential Information), any Party
may disclose Confidential Information to:


 


(a)                                  its
employees and the employees of its Affiliates or Worldspan Owned Users on a
need-to-know basis or others specifically permitted to perform services
hereunder, provided  that the Party has taken reasonable steps
to ensure that such Confidential Information is kept strictly confidential
consistent with the confidentiality obligations imposed hereunder, including
instructing such employees not to sell, lease, assign, transfer, use outside
their scope of employment or reveal any Confidential Information without the
consent of the Party whose Confidential Information is involved, and obtaining
the written agreement of its employees to conform to the requirements of this
Article 7.  Such written agreement
need not be specific to this Agreement so long as its requirements are at least
as stringent as those contained in the form of agreement set forth in
Attachment ND, unless otherwise agreed by the Parties;


 


(b)                                 its
legal counsel, auditors and consultants, except those consultants which are
direct competitors of the other Party, provided
that the Party disclosing Confidential Information under this Section 7.3(b)
shall require the execution by its auditors and consultants of a non-disclosure
agreement with requirements at least as stringent as those contained in the
form of agreement set forth in Attachment ND, unless otherwise agreed by
the Parties;


 


(c)                                  employees,
agents and representatives of the Party whose Confidential Information is
involved;


 


(d)                                 its
agents, including in the case of WLP, any agent involved in the management or
maintenance of the Services, specifically permitted to perform its services or
its obligations hereunder but only on a need-to-know


 


59

















 


basis, provided
that the Party disclosing Confidential Information under this
Section 7.3(d) shall require the execution by the party receiving the
confidential information a non-disclosure agreement with requirements as least
at stringent as those contained in the form of agreement set forth in
Attachment ND, unless otherwise agreed by the Parties;


 


(e)                                  subject
to the prior written consent of the Party whose Confidential Information is
involved, other persons (including contractors, landlords or facility managers)
in need of access to such information for purposes specifically related to a
Party’s exercise of its rights or performance of its responsibilities under
this Agreement, provided that the
Party disclosing Confidential Information under this Section 7.3(e) shall
require the execution by the other person of a non-disclosure agreement with
requirements at least as stringent as those contained in the form of agreement
set forth in Attachment ND, unless otherwise agreed by the Parties; and


 


(f)                                    members
of WLP’s board of directors on a need-to-know basis, provided that such WLP board members shall use at least the
same degree of care to protect such Confidential Information as they use to
protect other information in their possession that is confidential and
proprietary to WLP, but in no case less than a reasonable degree of care, and
as is otherwise required by law.


 


7.4                               Return
or Destruction of Confidential
Information.


 


The Parties agree
that upon the request of a Party having rights to Confidential Information, the
Party in possession of such Confidential Information shall promptly return it
(including any copies, extracts, descriptions and summaries thereof) to the
requesting Party, or, with the requesting Party’s written consent, shall
promptly destroy it (and any copies, extracts, descriptions and summaries
thereof) and shall further provide the requesting Party with a corporate
officer’s written and sworn certification of same unless compliance herewith
will prevent a Party from meeting its obligations under this Agreement.  When Confidential Information of a Party has
been integrated into documents containing proprietary information of any third
party, upon the request of the Party whose Confidential Information is
involved, the Party in possession of such information shall promptly destroy
the documents (and any copies, extracts or summaries thereof) and shall further
provide the requesting Party with written certification of same.


 


7.5                               Waivers.


 


A Party may
request in writing that the other Party waive all, or any portion, of the
requesting Party’s responsibilities relative to specific items of the other
Parties’ Confidential Information.  Such
waiver request shall identify the affected information with specificity and the
nature of the proposed waiver.  The


 


60

















 


recipient of the request shall respond within a
reasonable time, and if, in its sole discretion, it determines to grant the
requested waiver, it shall do so in a writing signed by an employee authorized
to grant such request.


 


7.6                               Required Disclosure.


 


The
confidentiality obligations imposed by this Article 7 do not apply to the
extent, but only to the extent, that Confidential Information must be disclosed
pursuant to a court order or as required by any regulatory agency or other
government body of competent jurisdiction. 
A Party ordered to disclose the other Party’s Confidential Information
shall notify such other Party immediately upon receipt of such an order to
disclose and use all reasonable efforts to resist, or to assist such other
Party in resisting, such disclosure and, if such disclosure must be made, to
limit the disclosure to the extent legally required and to obtain a protective
order or comparable assurance that the Confidential Information disclosed shall
be held in confidence and not be further disclosed absent the original
disclosing Party’s prior written consent. 
This Article 7 is not intended to limit either Party’s ability to
satisfy any governmentally required disclosure of its relationship with the
other Party, or WLP’s ability to satisfy any requests or demands generated in
the course of audits of WLP.  Notwithstanding
anything else contained herein to the contrary; either Party may disclose the
other Party’s Confidential Information as and to the extent required to be
disclosed in the course of the Disclosing Party’s dealings with a court or
regulatory body to enforce its rights under this Agreement, provided that the Party shall not so
disclose the terms of this Agreement without first making a reasonable and good
faith application to the court or regulatory body to hold the terms and
conditions of this Agreement in confidence under seal.


 


7.7                               Remedies.


 


WLP and SITA
acknowledge that any disclosure or misappropriation of Confidential Information
in violation of this Agreement could cause irreparable harm, the amount of
which may be extremely difficult to determine, and which the Parties agree
would be inadequate and insufficient as a remedy at law or in money
damages.  Each Party, therefore, agrees
that the other Party shall have the right to apply to any court of competent
jurisdiction for an order restraining any breach or threatened breach of this
Article 7.  This right shall be in
addition to any other remedy available in law or equity.


 


61

















 


ARTICLE 8:  REPRESENTATIONS, WARRANTIES AND COVENANTS


 


8.1                               Compliance with
Laws.


 


Each Party
represents, warrants and covenants that it shall ensure for the Term of this
Agreement that it complies with all foreign and domestic laws, statutes,
ordinances, rules, regulations, orders, applicable and material to the
provision of Services.  SITA shall
secure all domestic and foreign permits, licenses, and certifications,
regulatory approvals and authorizations (collectively “Permits”) required to
provide Services to WLP, and shall take all lawful steps to maintain such
Permits during the Term of this Agreement. 
WLP shall provide reasonable assistance and information necessary to
secure such Permits.


 


8.2                               Regulation.


 


(a)                                  SITA
represents, warrants and covenants that, as of the Effective Date, the terms
and conditions in this Agreement are fully enforceable without being included
in a SITA tariff on file with the appropriate governmental agency.  SITA covenants that it shall not interpose
as a defense in any lawsuit to enforce WLP’s rights under this Agreement that
such terms and conditions are invalid or unenforceable because of inconsistency
with any applicable law or regulation, or with SITA tariffs, and that SITA
shall make no such claim before any tribunal in a dispute with WLP.  In the event that SITA interposes such
defense or makes such claim, and without limiting any other remedy that WLP may
have under this Agreement, SITA shall reimburse WLP for all attorneys’ fees and
other expenses of contesting such defense or claim.


 


(b)                                 SITA
represents, warrants and covenants that throughout the Term it will make all
filings and will maintain all registrations that may be required of it from
time to time in connection with providing the Services by any governmental body
of competent jurisdiction, including any required tariffs (or the equivalent)
as set forth in Section 15.19 (Tariffs), and WLP shall provide SITA with
reasonable assistance and all necessary information in connection with such
filings or registrations.


 


(c)                                  SITA
represents, warrants and covenants that throughout the Term, it shall take all
necessary steps to ensure that the rates, terms and conditions set forth in
this Agreement remain in full compliance with all applicable laws, statutes,
ordinances, directives, rules, regulations, licenses, permissions and orders of
any ministry, regulator, agency, court or other body of competent jurisdiction.


 


(d)                                 SITA
represents, warrants and covenants that throughout the Term it shall promptly
notify WLP in writing if a charge of noncompliance with any applicable law,
statute, ordinance, directive, rule, regulation, license, permission or order
of any ministry, regulator, agency, court


 


62

















 


or other body of competent jurisdiction that is likely
to have a material and adverse effect on WLP is filed against SITA in
connection with the Services being provided to WLP hereunder.  SITA shall be fully and solely responsible
for any fines, penalties or damages imposed on SITA or WLP arising from any
noncompliance with any law, statute, ordinance, directive, rule, regulation,
license, permission or order of any ministry, regulator, agency, court or other
body of competent jurisdiction with respect to its delivery of the Services in
any jurisdiction for which SITA is responsible pursuant to this Agreement.


 


8.3                               Nature of Services.


 


(a)                                  SITA
represents, warrants and covenants that at all times during the Term the
Services shall conform to the Specifications. 
SITA furthermore represents, warrants and covenants that the Services
will at all times during the Term include at least the functionality and
features set forth in Attachment SD.


 


(b)                                 SITA
represents, warrants and covenants that at all times during the Term, SITA
shall perform the Services in a workmanlike manner.


 


8.4                               Good Faith
Performance.


 


In the performance
of their obligations under this Agreement, each Party shall act fairly and in
good faith.  Where notice, approval or
similar action by a Party is permitted or required by any provision of this
Agreement, such action shall not be unreasonably delayed or withheld.


 


8.5                               Regulatory
Reports.


 


SITA represents,
warrants and covenants that to the best of its knowledge, as of the Effective
Date, there are no legal or regulatory matters or restrictions that could
impede SITA’s ability to provide, or materially affect the cost of all or any
portion of, the Services.  SITA
covenants to use reasonable efforts to inform WLP promptly in writing of all
legal and regulatory developments that have a reasonably strong likelihood of
materially affecting the price terms or conditions under which SITA or SITA
Agents provide the Services or SITA’s ability to provide them in accordance
with this Agreement.


 


8.6                               Non-Interference
and Other Matters.


 


(a)                                  SITA
represents, warrants and covenants that the installation, maintenance and
provision of the Services shall be performed (i) in conformity with
reasonable precautions designed to promote safety, avoid accidents and prevent
injury to person or property at the Installation Sites; (ii) in such a
manner as will not, except as consented to in writing by WLP in advance or as
is otherwise specifically permitted under this Agreement, (A) create any
hazardous condition or interfere with or impair in any material respect the


 


63

















 


operation of the heating, ventilation, air
conditioning, plumbing, electrical, fire protection, safety, security, public
utilities or other systems or facilities at the Installation Sites;
(B) interfere in any material respect with the use or occupancy of common
areas of the Installation Sites or the premises of any tenant occupying any
space therein; (C) result in SITA causing a delay or restriction, or SITA
imposing any tasks, costs or obligations other than as set forth herein upon
WLP, with respect to, or interfere in any material respect with, the use or
operation of the Installation Sites; and (iii) in such a manner as will
minimize disruption to WLP’s or its customers’ normal business operations that
might arise as a result of such activities.


 


(b)                                 WLP
represents, warrants and covenants that it will use the Services herein in
accordance with the terms and conditions of this Agreement, that WLP shall take
no action with respect to the use of such Services which would interfere with
or cause damage or loss to the Network, Services or Service Components to the
extent that SITA has previously advised WLP of the circumstances creating such
interference or causing such damage or loss, and that WLP will promptly pay all
Charges when due and payable to SITA.


 


8.7                               Authority and Good Standing.


 


(a)                                  Each
Party represents, warrants and covenants that it has and shall maintain full
power and authority to enter into this Agreement without the consent of any
other person and that it is and shall continue to be duly organized, validly
existing and in good standing under the laws of the jurisdiction where it is
incorporated.  Each Party represents,
warrants and covenants that it will assume responsibility for the performance
of its Affiliates and its agents under this Agreement and expressly assumes
liability for the acts, omissions and performance of each such entity to the
same degree as it accepts liability for its own acts, omissions, and
performance.  WITHOUT LIMITING THE
GENERALITY OF THE PRECEDING TEXT IN THIS SECTION 8.7, WLP SPECIFICALLY
REPRESENTS, WARRANTS AND COVENANTS THAT IT HAS AUTHORITY TO (1) LIMIT WSL’s AND
WLP’s ABILITY TO BRING DUPLICATIVE CLAIMS (INCLUDING INDEMNITIES) AGAINST SITA;
(2) EXCLUDE THE DUPLICATION OF ANY LIABILITY INCURRED BY SITA WHICH RESULTS
FROM THE CO-EXISTENCE OF THE PRESENT AGREEMENT AND THE SITA/WSL 2004 GLOBAL
TELECOMMUNICATIONS AGREEMENT; AND (3) MAKE FINANCIAL COMMITMENTS UNDER THE
PREFERRED PROVIDER COMMITMENT (SECTION 2.3) WHICH RELATE TO BOTH WLP AND
WSL, SINCE THE SPEND OF EACH OF THESE COMPANIES MUST BE CONSIDERED IN THE
AGGREGATE FOR THE PURPOSES OF THIS PREFERRED PROVIDER COMMITMENT
(SECTION 2.3).


 


(b)                                 Each
Party represents, warrants and covenants that it will continue to provide the
Services in the event that its creditors exercise any lien or right of
subordination that may exist for any equipment needed to provide the Services
under the Agreement.


 


64

















 


8.8                               No Conflict.


 


Each Party
represents, warrants and covenants that this Agreement and the transactions
contemplated hereby are not in conflict in any material respect with any other
agreements or judicial or administrative orders to which SITA or WLP is a Party
or by which it may be bound.


 


8.9                               Valid, Binding and Enforceable.


 


Each Party
represents, warrants and covenants that this Agreement constitutes a valid and
binding agreement as to it, enforceable against, and inuring to the benefit of
it and its successors and permitted assigns in accordance with its terms and
the provisions of all applicable laws. 
Except as may be specifically set forth herein, nothing contained herein
shall be construed as creating any right, claim or cause of action in favor of
any third party against either SITA or WLP. 
SITA represents and warrants that this Agreement is valid, binding and
enforceable with respect to the Services in all countries in which WLP
Installation Sites are located or in which WLP orders Services or Service
Components under this Agreement.


 


8.10                        Computer Viruses
and Interconnectivity.


 


(a)                                  SITA
and WLP recognize that it is possible for software to be produced that would
corrupt not only the Services Software but other software used on the same
system, including the operating system software.  Such corruption of software may remain dormant and will not
necessarily be found during the period of acceptance testing set forth in
Attachment IP.  Such corruption shall be
termed “a Virus” or “Viruses.”


 


(b)                                 Each
Party represents, warrants and covenants that, with respect to software it
licenses under this Agreement, it has used reasonable efforts during all
writing, execution and copying of the Services Software to ensure that no
Viruses are coded or introduced to the software and is using, and will continue
to use, the latest available, most comprehensive Virus detection/scanning
program.


 


(c)                                  Each
Party represents, warrants and covenants that in the event that a Virus is
found, it shall assist the other Party in reducing the effect of the Virus, and
particularly in the event that a Virus causes the other Party a loss of
operational efficiency or loss of data it shall assist the other Party to the
same extent to mitigate such losses and restore such Party to its original
operating efficiency.


 


65

















 


8.11                        Quiet Enjoyment.


 


SITA represents,
warrants and covenants that WLP shall be entitled to use and enjoy the benefit
of the Services, subject to and in accordance with this Agreement.  Each Party represents, warrants and
covenants that it has good title to, or lawful right to use and provide for the
purposes of this Agreement, any Assets furnished by such Party hereunder, free
and clear of all liens, claims and encumbrances that would interfere with
SITA’s performance under this Agreement. 
SITA further represents, warrants and covenants that the WLP’s use of
the Services and SITA Assets do not infringe any intellectual property rights
of any third party.  WLP further
represents, warrants and covenants that SITA’s use of WLP Assets does not
infringe any intellectual property rights of any third party.


 


8.12                        Date Compliance.


 


(a)                                  SITA warrants that it will take necessary
action and provide resources to enable all software (including software and any
firmware), hardware, networks and equipment used in connection with the
provision and operation of the Service (“Systems”) over which it has control to
be “Date Compliant” (as described below). 
SITA shall use reasonable efforts to mitigate any fault in the Service
caused by the non-Date Compliant Systems that it does not control but to the
extent that any fault in the Service is caused by the non-Date Compliant
Systems that it does not control, SITA shall not be liable to WLP for any loss
or damages in the event that any such non-Date Compliance causes a fault in, or
the non-availability of the Service.


 


(b)                                 For the purposes of this warranty, “Date
Compliant/ce” means process date data from, into and between the twentieth and
twenty-first centuries and accurately perform leap year calculations.
Interfaces of all Systems used in connection with the provision and operation
of the Service will comply with either the ISO 8601 date format or, where
applicable, the IATA Information Management Committee (IMC) date format. This
warranty is to be read in conjunction with all other terms and conditions of
the Agreement and shall apply to any Exhibits or future amendments which are or
may be made hereto.  This warranty
supersedes any previous statement or contractual commitment made by SITA or WLP
relating to the subject matter hereto.


 


8.13                        [**]


 












[**] =
Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 


 


66

















 


[**]


 


8.14                        Exclusive Warranties.


 


EXCEPT AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES,
EXPRESS OR IMPLIED, AS TO ANY SERVICES OR OTHERWISE UNDER OR IN CONNECTION WITH
THIS AGREEMENT, AND EACH SPECIFICALLY DISCLAIMS ANY AND ALL SUCH OTHER EXPRESS
AND IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.


 


ARTICLE 9
— INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION; SOFTWARE LICENSE


 


9.1                               Software and Data.


 


SITA shall own all
right, title and interest, under all intellectual property and other laws, to
all pre-existing network designs, performance, operation and maintenance data,
and other works, inventions and ideas created by or for SITA (including by any
SITA Agents) prior to May 8, 2000, whether or not utilized by SITA in
connection with its performance under this Agreement.  All of the foregoing shall be deemed SITA Confidential
Information subject to Article 7 (Confidential Information).  WLP shall own all right, title and interest,
under all intellectual property and other laws, to (i) WLP’s software
which WLP develops or acquires, other than from SITA under this Agreement, in
connection with its telecommunications and related requirements and,
(ii) all WLP network and network interface designs, WLP Network redesigns,
WLP designs, performance, operation and maintenance data, and other works,
inventions and ideas created, developed or acquired by WLP other than that
which is obtained from SITA under this Agreement without the use of WLP
Confidential Information.


 


9.2                               License.


 


SITA hereby grants
to WLP, at no additional charge, a non-exclusive, royalty-free,
non-transferable, license to use the Services Software in accordance with the
terms and conditions of this Agreement. 
Notwithstanding the preceding sentence, software licensing fees may be
included as part of the monthly charges applicable to the Protocol Translation
Solution Services.


 


 












[**] =
Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 


 


67

















 


9.3                               Indemnification;
Defense.


 


(a)                                  Subject
in all cases to there being no duplication of claims or indemnity resulting
from the co-existence of the present Agreement and the SITA/WSL 2004 Global
Telecommunications Agreement, each Party (the “Indemnifying Party” for purposes
of this Article 9) agrees to indemnify and hold the other Party and any
director, officer, employee, agent or assign of the other Party (the
“Indemnified Party” for purposes of this Article 9) harmless from and
against any and all liabilities (including royalties or license fees), losses,
damages, costs and expenses (including reasonable attorneys fees) associated
with any claim or action against the Indemnified Party to the extent specified
below.


 


(1)                                  SITA
agrees to indemnify and hold WLP, as the Indemnified Party, harmless from and
against any claim or action for actual or alleged infringement of any patent,
copyright, trademark, trade secret, or similar proprietary right to the extent
that such claim or action arises from WLP’s use of Services or use of Services
Software in accordance with the terms of the Agreement (“WLP Claims”), provided that the obligations hereunder
shall not apply to the extent (i) WLP or another party on WLP’s behalf or
direction modifies the Services or Services Software, (ii) WLP uses the
Services or Services Software in a manner that does not substantially conform
to the applicable instructions and Documentation, or (iii) WLP combines
the Services or Services Software with products or services not provided or
approved by or through SITA, and no infringement would have occurred without
such modification, non-conforming use, or combination.  Subject to (i) through (iii) above, the
above indemnity shall be deemed to include coverage for any claims, threatened
or actual, brought by a third party alleging that any use of a Service by WLP
in accordance with the terms of the Agreement infringes such third party’s patents
in the area of interactive telecommunications technology and broadband
telecommunications technology, including computer telephone integration, voice
response technology or interactive call processing.


 


(2)                                  WLP
agrees to indemnify and hold SITA, as the Indemnified Party, harmless from and
against any claim or action for actual or alleged infringement of


 


68

















 


any patent,
copyright, trademark, trade secret, or similar proprietary right to the extent
such claim or action arises from SITA’s transmission of content (“WLP
Information”) originating from WLP or any Worldspan Owned User (“SITA Claims”);
provided that the obligations
hereunder shall not apply to the extent (i) SITA or another party on
SITA’s behalf or direction modifies WLP Information, (ii) SITA or another
party on SITA’s behalf or direction misdirects WLP Information to any party
other than the intended recipient, or (iii) SITA or another party on
SITA’s behalf or direction intercepts, records or discloses the message content
of any WLP Information without WLP’s express written permission.


 


(b)                                 The
Indemnifying Party shall have the sole right to conduct the defense of any
Claim and all negotiations for its settlement or compromise unless the Parties agree
otherwise in writing, provided that
no settlement that materially affects the price or provision of Services or
Services Software shall be entered into without WLP’s prior approval.  The Indemnified Party shall cooperate with
the Indemnifying Party to facilitate the settlement or defense of such Claims.


 


(c)                                  The
Indemnifying Party shall be responsible for the employment of counsel and for
all expenses of defending any Claim, but the Indemnified Party may employ
separate counsel if:  (i) the
employment of such counsel has been specifically authorized in writing by the
Indemnifying Party; (ii) the Indemnifying Party has failed to assume the
defense of all or any portion of any such Claim and employ counsel; or
(iii) the named Parties to any such action (including any impleaded
Parties) include both the Indemnifying and Indemnified Parties, and the
Indemnified Party shall have been advised that there may be one or more legal
defenses available to the Indemnified Party that are different from or
additional to those available to the Indemnifying Party.  In the cases of different or additional
legal defenses, the Indemnifying Party shall not have the right to direct the
defense of such action on behalf of the Indemnified Party.  The Indemnifying Party shall, reimburse the
Indemnified Party for the reasonable fees and disbursements of separate counsel
in any case in which separate counsel is permitted above.


 


9.4                               Notices.


 


The Indemnifying
Party shall give the Indemnified Party prompt written notice (and copies of all
papers served upon or received by the Indemnifying Party) of any action, or
threat, notice or warning of any Claim (of which the Indemnifying Party has
written notice), against the Indemnifying Party of the kind described in
Section 9.3 (Indemnification; Defense) that has a


 


69

















 


reasonable likelihood of success on the merits and
that could, if successful, have a material impact on WLP’s use of such Services
or SITA’s provision of such Services. 
The Indemnified Party agrees to give the Indemnifying Party prompt
written notice of any Claim of which it becomes aware and copies of all papers
served upon or received by the Indemnified Party relating to same.


 


9.5                               Enjoined Use.


 


(a)                                  If
SITA’s provision or WLP’s use of any Service is prohibited or enjoined as a
consequence of a Claim and the cause of such prohibition or injunction is not
subject to Section 9.3(a)(1)(i) through (iii) (Indemnification; Defenses)
and is not based on WLP’s Intellectual Property, SITA shall take the following
actions at its own expense and in the listed order of preference:  (i) procure for WLP the right to
continue using such Service; (ii) modify such Service so that it is
non-infringing (provided that
such modification does not impair the features or functions of the Service as
detailed hereunder); or (iii) upon written notice to WLP, substitute for
such Service a comparable, non-infringing Service.  If neither (i) nor (ii) nor (iii) is reasonably commercially
attainable, then SITA shall discontinue providing such Service to WLP and
refund to WLP a pro rata amount
of all fees paid by WLP for such Service in advance based upon the time of such
discontinuance, and the Preferred Provider Commitment shall be reduced in
accordance with Section 2.3 (Preferred Provider Commitment).


 


(b)                                 The
remedies provided for in this Section 9.5 shall be WLP’s sole remedies and
SITA’s sole liability with respect to such enjoined use for the period that
would be permitted under Section 11.3 (Performance Times) if the date of
issuance of such injunction were deemed the commencement date of a Force Majeure Condition.  Such period shall be in lieu of any other
extensions of performance that might be available under Article 11 (Force Majeure) in connection with such
injunction, and such deemed Force Majeure Condition
shall only be available to excuse SITA’s non-performance once in connection
with any injunction issued with respect to the affected service area regarding
the same alleged infringement and related subject matter.


 


ARTICLE 10
— LIMITATION OF LIABILITY; THIRD PARTY CLAIMS


 


10.1                        Indemnification of Third Party Claims.


 


(a)                                  Subject
in all cases to there being no duplication of claims or indemnification
resulting from the co-existence of the present Agreement and the SITA/WSL 2004
Global Telecommunications Agreement, and further subject to Section 10.2
LIMITATION OF LIABILITY AND LIMITED WARRANTY), each Party (the “Indemnifying
Party” for purposes of this Article 10) shall indemnify, defend and hold
the other Party and its Affiliates (the “Indemnified Party” for purposes of
this


 


70

















 


Article 10) harmless against all liability, loss,
damage and expense (including reasonable legal fees and disbursements) resulting
from claims or actions brought by third parties against the Indemnified Party
in connection with:  (i) injury to
or death of any person; (ii) loss of or damage to tangible real or
tangible personal property or the environment, in each case to the extent that
such liability, loss, damage or expense was proximately caused by any
negligence or willful misconduct by the Indemnifying Party, its agents,
employees or subcontractors, in connection with the provision or use of
Services; and (iii) claims or actions brought by third parties against the
Indemnified Party, in each case (i) through (iii) when arising out of or in
connection with the Indemnifying Party’s breach of any of its warranties,
representations or covenants in Sections 8.1 (Compliance with Laws), 8.2
(Regulation), 8.5 (Regulatory Reports) and 8.12 (Date Compliance)).


 


(b)                                 The
Indemnified Party shall inform the Indemnifying Party of the facts and
circumstances of any occurrence of any such claim or action within 15 days of
the Indemnified Party’s first knowledge thereof, provided that the Indemnifying Party shall control the
defense of, and settlement of any such claim or action.  The Indemnifying Party shall be responsible
for the employment of counsel and for all expenses of defending such claims,
but the Indemnified Party may employ separate counsel if (i) the
employment of such counsel has been specifically authorized in writing by the
Indemnifying Party; (ii) the Indemnifying Party has failed to assume the
defense of any such claim and employ counsel; or (iii) the named Parties
to any such action (including any impleaded Parties) include both the
Indemnified Party and the Indemnifying Party, and the Indemnified Party shall
have been advised that there may be one or more legal defenses available to it
that are different from or additional to those available to the Indemnifying
Party.  In the case of different or
additional legal defenses, the Indemnifying Party shall not have the right to
direct the defense of such action on behalf of the Indemnified Party.  The Indemnifying Party shall reimburse the
Indemnified Party for the reasonable fees and disbursements of separate counsel
in any case in which separate counsel is permitted above.  Neither SITA nor WLP shall enter into any
settlement that materially affects the other Party without such other Party’s
prior written consent, which consent shall not be unreasonably withheld.


 


10.2                        LIMITATION OF
LIABILITY AND LIMITED WARRANTY.


 


(A)                              LIMITATION
OF LIABILITY. SUBJECT IN ALL CASES TO THERE BEING NO DUPLICATION OF CLAIMS
OR LIABILITY RESULTING FROM THE CO-EXISTENCE OF THE PRESENT AGREEMENT AND THE
SITA/WSL 2004 GLOBAL TELECOMMUNICATIONS AGREEMENT, AND FURTHER SUBJECT TO
SECTION 10.2(C), NEITHER PARTY SHALL BE LIABLE TO THE OTHER, AND EACH
PARTY WAIVES AND RELEASES ANY CLAIMS THAT MIGHT ARISE AGAINST THE OTHER PARTY,
FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST
REVENUES, LOST PROFIT, OR LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE OR LOSS OR
DESTRUCTION OF DATA, ARISING FROM THE OTHER PARTY’S PERFORMANCE


 


71

















 


OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR FROM
THE OTHER PARTY’S NEGLIGENCE.  THIS
PARAGRAPH SHALL NOT BE CONSTRUED AS A LIMITATION UPON EITHER PARTY’S RIGHT TO
SEEK ITS DIRECT DAMAGES.


 


(B)                                LIMITATION
OF LIABILITY. SUBJECT IN ALL CASES TO THERE BEING NO DUPLICATION OF CLAIMS
OR LIABILITY RESULTING FROM THE CO-EXISTENCE OF THE PRESENT AGREEMENT AND THE
SITA/WSL 2004 GLOBAL TELECOMMUNICATIONS AGREEMENT, AND FURTHER SUBJECT TO
SECTION 10.2(C), A PARTY’S LIABILITY TO THE OTHER AS A RESULT OF THE FIRST
MENTIONED PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR
NEGLIGENCE OR OTHER TORTS, WILL NOT EXCEED THE AMOUNT OF [**] UNITED STATES
DOLLARS ($[**]) (“LIABILITY CAP”) IN RESPECT OF ALL INCIDENTS DURING THE TERM
OF THE AGREEMENT, PROVIDED THAT A
PARTY SHALL NOT BE LIABLE FOR DIRECT DAMAGES UNDER THIS AGREEMENT WHERE (I) A
SOLE AND EXCLUSIVE REMEDY IS OTHERWISE SET FORTH IN THE AGREEMENT OR (II)
SERVICE CREDITS/SCUS ARE PROVIDED IN ATTACHMENT SLA.  EXCEPT IN THE CASE OF MATERIAL BREACH, A PARTY SEEKING DAMAGES
FOR BREACH OF THE AGREEMENT SHALL FIRST PROVIDE THE BREACHING PARTY WRITTEN
NOTICE THEREOF AND A 30 DAY PERIOD DURING WHICH TO REMEDY THE BREACH.  SERVICE CREDITS/SCUS SHALL NOT BE CONSIDERED
DIRECT DAMAGES FOR PURPOSES OF THE LIABILITY CAP AND SHALL BE IN ADDITION
THERETO NOR SHALL THEY BE SUBJECT TO THE 30-DAY CURE PERIOD SET FORTH ABOVE.                                        FOR GREATER CERTAINTY, THE PARTIES
SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THIS “LIABILITY CAP” OF TEN MILLION
UNITED STATES DOLLARS ($10,000,000) IS THE SINGLE TOTAL CAPPED AMOUNT AVAILABLE
TO COVER ALL CLAIMS BROUGHT AGAINST EITHER SITA OR WORLDSPAN (I.E. WSL AND WLP
TOGETHER), AS THE CASE MAY BE, UNDER BOTH THE PRESENT AGREEMENT AND UNDER THE
SITA/WSL 2004 GLOBAL TELECOMMUNICATIONS AGREEMENT WHICH ARE CO-TERMINOUS.


 


EXAMPLE: IF UNDER THE SITA/WSL 2004 GLOBAL
TELECOMMUNICATIONS AGREEMENT, WSL SUCCEEDS ON A CLAIM AGAINST SITA IN THE
AMOUNT OF $9,000,000, THEN ONLY $1,000,000 WOULD REMAIN AVAILABLE UNDER THE
“LIABILITY CAP”, WHETHER FOR WSL OR WLP, DURING THE REMAINING TERM OF THIS
AGREEMENT (OR DURING THE REMAINING TERM OF THE SITA/WSL 2004 GLOBAL
TELECOMMUNICATIONS AGREEMENT WHICH IS CO-TERMINOUS WITH THE PRESENT AGREEMENT,
AS THE CASE MAY BE).


 


(C)                                LIMITATION
OF LIABILITY. SUBJECT IN ALL CASES TO THERE BEING NO DUPLICATION OF CLAIMS
OR LIABILITY RESULTING FROM THE CO-EXISTENCE OF THE PRESENT AGREEMENT AND THE
SITA/WSL 2004 GLOBAL TELECOMMUNICATIONS AGREEMENT, NOTHING CONTAINED IN
SECTION 10.2(A) OR (B) OR (D) SHALL LIMIT A PARTY’S LIABILITY TO THE OTHER
FOR:  (I) INJURY TO OR DEATH OF A
PERSON, (II) DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY TO THE EXTENT
CAUSED BY A PARTY’S GROSS NEGLIGENCE OR INTENTIONAL OR WILLFUL MISCONDUCT, OR
(III) ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.3
(INDEMNIFICATION; DEFENSE) AND SECTION 10.1(A)(I) (INDEMNIFICATION OF
THIRD PARTY CLAIMS), IN EACH CASE (I) THROUGH (III) WHERE ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT.  NOTHING
CONTAINED IN SECTION 10.2(B) SHALL LIMIT WLP’S OBLIGATIONS WITH RESPECT TO
CHARGES (LESS ANY APPLICABLE CREDITS) INCURRED FOR SERVICES, SHORTFALL CHARGES
OR TERMINATION CHARGES IN ACCORDANCE WITH SECTION 14.1(B) (TERMINATION BY
WLP) OR SITA’S LIABILITY FOR SERVICE CREDITS/SCUS.


 


72












[**] =
Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.

















 


(D)                               MANAGED ISP SERVICES
– LIMITED WARRANTY AND LIMITATION OF LIABILITY, SPECIAL SERVICE RELATED
PROVISION


 


(i)                                     LIMITED WARRANTY.  SITA WILL PERFORM THE MANAGED ISP SERVICES
IN A DILIGENT AND WORKMANLIKE MANNER, USING APPROPRIATELY QUALIFIED
PERSONNEL.  EXCEPT FOR THIS WARRANTY,
SITA DOES NOT WARRANT THESE SERVICES IN ANY WAY.  IN PARTICULAR, ANY PRODUCTS OR SERVICES OF A THIRD PARTY INTERNET
SERVICE PROVIDER (“ISP”) MADE AVAILABLE UNDER THIS AGREEMENT ARE PROVIDED “AS
IS”.


 


(ii)                                  LIMITATION
OF LIABILITY.  NOTWITHSTANDING ANY
PROVISION HEREIN TO THE CONTRARY, AND EXCEPT TO THE EXTENT OF THE
NON-PERFORMING OR WRONGFUL PARTY’S OWN GROSS NEGLIGENCE OR WILFUL MISCONDUCT
(WHICH SHALL BE TREATED UNDER THE GENERAL LIMITATION OF LIABILITY AND
“LIABILITY CAP” UNDER SECTIONS 10.2(A), 10.2(B) AND 10.2(C)), NEITHER PARTY
ASSUMES ANY LIABILITY FOR ANY MANAGED ISP SERVICE NON-AVAILABILITY, NOR ANY
LOSS OF OR CORRUPTION OF DATA ASSOCIATED WITH THE PROVISION OF THE MANAGED ISP
SERVICES, NOR FOR ANY BREACH OF A FIREWALL, NOR FOR THE CONSEQUENCES OF THOSE
OR ANY OTHER FAILURE OF THE MANAGED ISP SERVICES SERVICES.  SUBJECT IN ALL CASES TO THERE BEING NO
DUPLICATION OF CLAIMS OR LIABILITY RESULTING FROM THE CO-EXISTENCE OF THE
PRESENT AGREEMENT AND THE SITA/WSL 2004 GLOBAL TELECOMMUNICATIONS AGREEMENT,
AND EXCEPT TO THE EXTENT OF THE NON-PERFORMING OR WRONGFUL PARTY’S OWN GROSS
NEGLIGENCE OR WILFUL MISCONDUCT (WHICH SHALL BE COVERED BY THE LIMITATIONS OF
LIABILITY AND “LIABILITY CAP” UNDER SECTIONS 10.2(A), 10.2(B) AND 10.2(C)), IN
NO EVENT WILL A PARTY’S LIABILITY UNDER ANY CLAIM MADE BY THE OTHER PARTY OR
ANY THIRD PARTY, UPON ANY GROUNDS, EXCEED THE GREATER OF (1) AN AMOUNT EQUAL TO
THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO SITA FOR THAT PARTICULAR
SITE UNDER THIS CONTRACT FOR THE THREE-MONTH PERIOD PRECEDING THE EVENTS GIVING
RISE TO THE CLAIM; OR (2) ANY AMOUNT RECOVERED FROM SITA FROM THE ISP GIVING
RISE TO THE CLAIM.  THE PARTIES HEREBY
ACKNOWLEDGE THAT THIS CLAUSE TAKES ACCOUNT OF THE PRICING ASSOCIATED WITH THE
MANAGED ISP SERVICE AND THE RESPECTIVE RISKS OF THE PARTIES.  THIS CLAUSE SHALL NOT BE CONSTRUED TO LIMIT
EITHER PARTY’S LIABILITY IN THE EVENT OF BODILY INJURY OR DEATH.


 


(iii)                               PASS-THROUGH OF
THIRD-PARTY ISP TERMS.  SUBJECT IN
ALL CASES TO THERE BEING NO DUPLICATION OF CLAIMS OR LIABILITY RESULTING FROM THE
CO-EXISTENCE OF THE PRESENT AGREEMENT AND THE SITA/WSL 2004 GLOBAL
TELECOMMUNICATIONS AGREEMENT, AND NOTWITHSTANDING THE ABOVE TEXT OF THIS
SECTION 10.2(D) (MANAGED ISP SERVICES – LIMITED WARRANTY AND LIMITATION OF
LIABILITY, SPECIAL SERVICE RELATED PROVISION), SITA WILL PASS


 


73

















 


THROUGH TO WLP ALL WARRANTIES, PENALTIES OR OTHER
FORMS OF FINANCIAL COMPENSATION WHICH IT RECEIVES FROM A THIRD PARTY ISP, AS
PART OF THE PRICING AND SERVICE LEVEL AGREEMENT TERMS ASSOCIATED WITH THE
MANAGED ISP SERVICE.


 


10.3                        Liability Under Third Party Arrangements.


 


No contract,
subcontract or other agreement entered into by SITA with any third party in
connection with its provision of Services (including any such agreement assigned
by WLP to SITA) shall provide for any indemnity, guarantee, assumption of
liability or other obligation of, to or by WLP with respect to such
arrangements, except as consented to in writing by WLP or WSL.


 


ARTICLE 11 — FORCE MAJEURE


 


11.1                        Force Majeure
Conditions and Effect.


 


(a)                                  In
no event shall either Party be liable to the other for any delay or other
failure to perform hereunder that is due: 
(i) to the other’s delay in supplying or failure to supply
approvals, information, materials or services called for or reasonably required
under the terms of this Agreement provided the Party claiming excusable delay
or other failure to perform has previously requested such approvals,
information, materials or services with reasonable advance notice; or (ii) to
causes beyond the reasonable control of the Party claiming excusable delay or
other failure to perform, including acts of God, acts of a public enemy, acts
of a governmental authority, fires, floods, epidemics, riots, theft, quarantine
restrictions, war, riot, malicious acts of damage, civil commotion, power
failures, labor disputes and freight embargoes (collectively, “Force Majeure Conditions”).  Notwithstanding the foregoing, the failure
of an Access Provider or other foreign carrier to perform its responsibilities
which adversely affects the provision of Services hereunder and acts of a
governmental authority that give rise to WLP’s right to terminate this
Agreement as provided in Section 14.1(a)(i) (Termination by WLP) shall not
be deemed Force Majeure Conditions
unless the Access Provider or other foreign carrier’s failure to perform
results from a Force Majeure
condition.


 


(b)                                 Notwithstanding
Section 11.1(a), no delay or other failure to perform shall be excused
pursuant to this Article 11: 
(i) by the acts or omissions of a Party’s subcontractors, material
men, suppliers or other third persons providing products or services to such
Party unless such acts or omissions are themselves the product of a Force Majeure Condition; and
(ii) unless such delay or failure and the consequences thereof are beyond
the control, and without the fault or negligence, of the Party claiming
excusable delay or other failure to perform.


 


74

















 


(c)                                  Under
no circumstances will SITA’s failure to deliver Services as a result of Date
Compliance be considered a Force Majeure Condition
if such failure is the result of malfunctions of the Network.


 


11.2                        Duty to Mitigate.


 


Each Party shall,
with the cooperation of the other, exercise reasonable efforts to mitigate the
extent of a delay or failure resulting from a Force
Majeure Condition and the adverse consequences thereof.  SITA’s reasonable efforts shall
include:  (a) performance of
required work or provision of Services or related services with the use of
qualified management or other personnel or subcontractors, as permitted by this
Agreement; (b) using commercially reasonable efforts to contract for
services, equipment, materials or supplies required for SITA’s timely performance
hereunder from carriers and suppliers not affected (or less affected) by the
cause of a delay or failure, subject to WLP’s reasonable approval, which shall
not unreasonably be withheld, where such purchases will enable SITA to provide
and maintain the Services in accordance with the terms of this Agreement; and
(c) cooperating with WLP’s efforts to secure necessary replacement
services from other carriers.


 


11.3                        Performance Times.


 


Performance times
under this Agreement (but not the Term) shall be extended for a period of time
equivalent to the time lost because of any failure to perform that is excusable
under this Article 11; provided,
however, that if any Force
Majeure Condition is reasonably expected to prevent SITA from
providing the Services for a period of 30 or more consecutive days, and
notwithstanding Section 11.1 (Force
Majeure Conditions and Effect), WLP may discontinue the affected
Service or Service Component(s) without liability in accordance with
Section 14.3(a)(i) (Partial Discontinuance), except that WLP shall pay
SITA for any actual expenses paid by SITA to an Access Provider as a result of
discontinuance of the Access Line associated with the affected Service or
Service Component(s) and for the net book value of customer premises equipment supplied
by SITA to WLP in connection with the affected Service or Service
Component(s).  Upon SITA’s receipt of
such charges for customer premises equipment supplied by SITA to WLP, SITA
agrees to execute and deliver to WLP a bill of sale and such other good and
sufficient instruments of conveyance, assignment, or transfer, in form and
substance satisfactory to WLP, to vest in WLP good and marketable title to such
customer premises equipment supplied by SITA to WLP.  Such title shall be free of all mortgages, liens, pledges,
custodianships, security interests, objections, or any other encumbrances,
claims, or charges of any kind (collectively, “Liens”), including Liens
asserted by a manufacturer or supplier whose equipment, software, or material
is included as part of such customer premises equipment supplied by SITA to
WLP.


 


75



















11.4                        Substitute Services.


 


Notwithstanding
Section 11.1 (Force Majeure Conditions
and Effect), each Party shall give the other prompt notice of any event that it
claims is a Force Majeure Condition
under this Article 11 and of the cessation of the condition.  If SITA cannot promptly provide at WLP’s
expense a suitable temporary alternative to a Service interrupted or delayed by
a Force Majeure Condition for a
period of five or more consecutive days, WLP may contract at its expense for
the reasonably expected duration of the Force
Majeure Condition, with one or more third parties for substitutes
for any or all affected Services or Service Components, and temporarily suspend
SITA’s provision of such Services or Service Component(s) that are the subject
of that Force Majeure Condition
until the expiration of such a short-term contract with a third party for
substitute services (the “Temporary Period of Suspension”), after which WLP
shall resume its contractual obligations to receive and pay for the restored
SITA Service or Service Component previously affected by the Force Majeure Condition.  The exercise by WLP of its right to suspend
and substitute services in accordance with this Section 11.4 shall not
affect WLP’s right to discontinue Service in accordance with Section 11.3
(Performance Times), provided that such
right to discontinue is exercised prior to SITA’s declaration to WLP that the
affected Service or Service Component is restored and ready for use at the
expiration of the Temporary Period of Suspension.  SITA shall keep WLP apprised of its progress toward restoration
of the affected Service or Service Component, including notifying WLP at least
one day in advance of the expected restoration date.


 


11.5                         Impact of Suspension or Termination of Affected Service Components.


 


If WLP terminates
or suspends Service Components affected by a Force
Majeure Condition as permitted under Section 11.3 (Performance
Times) and Section 11.4 (Substitute Services):


 


(a)                                  SITA
shall not charge WLP for any Services or Service Components (A) terminated
following the effective date of such termination or (B) suspended during
the period of suspension; and


 


(b)                                 SITA
shall credit WLP with a pro rata portion
of all prepaid rates and charges for such Service Components during the period
of the Force Majeure Condition.


 


11.6                        Other Remedies.


 


Nothing contained
in this Article 11 shall limit the right of either Party to make any claim
against third parties for any damages caused by a Force Majeure Condition.


 


76

















 


ARTICLE 12 —
INDEPENDENT CONTRACTOR


 


Except as
specifically agreed to in writing by the Parties, in performing this Agreement,
each Party agrees that it and its subcontractors shall operate as and for all
purposes be considered independent contractors and not agents of the other, and
neither Party shall have authority to bind or otherwise obligate the other in
any manner whatsoever.  All personnel of
either Party shall remain under the exclusive direction and control of such Party
and shall not be deemed to be employees nor agents of the other.  Each Party shall be solely responsible for
payments of all its personnel’s compensation, including overtime wages,
employee benefits, social security taxes, employment taxes and any similar
taxes, and workmen’s compensation, disability and other insurance, and the
withholding or deduction, if any, of such items to the extent required by
applicable law.


 


ARTICLE 13 — TERM;
TRANSITION OF SERVICES


 


13.1                        Term of Agreement.


 


This Agreement
shall commence as of the Effective Date and shall continue in full force and
effect for an Initial Term of three (3) years beginning the first day of the
first month following the Effective Date (“Initial Term”), as may be extended
by a Transition Period A under Section 13.2(b) (Transitional Support), or
Transition Period B under Section 13.2(c) (Transitional Support), or
terminated earlier in accordance with its provisions (collectively the
“Term”).  SITA shall give WLP written
notice of the impending expiration of this Agreement 120 days before such
expiration.  WLP agrees to notify SITA
in writing at least 30 days prior to expiration if it intends to utilize the
90day transition period beyond the expiration, as described in
Section 13.2.


 


13.2                        Transitional Support.


 


(a)                                  SITA
has been advised and understands that the Services are vital to WLP and must be
continued with minimal interruption, and that upon the termination or
expiration of this Agreement a successor vendor may be retained to provide such
services or WLP may resume the Services itself.  SITA agrees to maintain the level and quality of Services
required under this Agreement during a transition to a successor, and to
cooperate in an orderly and efficient transition to such successor.


 


(b)                                 SITA
agrees to furnish phase-out Services for up to three months, where WLP
terminates this Agreement without cause under Section 14.1(b) (Termination
by WLP), upon the expiration of the Term, or where SITA terminates this
Agreement for WLP’s default under Section 14.2(a) or (b) (Termination by
SITA), provided, that if SITA
terminates for WLP’s non-payment of Services, SITA will only provide phase-out
Services on receipt from WLP of


 


77

















 


any and all undisputed outstanding Charges and other
sums due and payable to SITA under this Agreement and collateral security in
the form of an irrevocable letter of credit from a third party issuer
reasonably acceptable to SITA in an amount equal to the reasonably expected
Charges for the three month transition services, taking into account that,
during such period, WLP will be reducing its usage of the Services provided by
SITA as it transitions to services provided by a successor vendor (such three
month period being called “Transition Period A.”).  During Transition Period A, all of the terms and conditions
(including the Charges) contained herein, with the exception of those terms and
conditions specifically listed in this Section 13.2(b), shall apply to the
provision of the Services.  The
following terms and conditions shall not apply during Transition Period A:  (i) Section 2.3 (Preferred Provider
Commitment); (ii) Section 2.13 (Optimization); (iii) Section 4.1
(Additional Services); and (iv) Service Credits/SCUs as provided under Attachment
SLA.


 


(c)                                  Where
WLP terminates this Agreement for cause pursuant to Section 14.1(a)
(Termination by WLP), SITA agrees to furnish phase-out Services for up to 18
months following the effectiveness of WLP’s termination of this Agreement for
cause pursuant to Section 14.1(a) (Termination by WLP) (such 18-month
period being called “Transition Period B”) if requested by WLP in writing on or
before the effective date of termination. 
During Transition Period B, all of the terms (including price and discount
terms in effect on the date of termination or expiration) and conditions
contained herein, with the exception of those terms and conditions specifically
listed in this Section 13.2(c), shall apply to the provision of the
Services.  The following terms and
conditions shall not apply during the Transition Period B:  (i) Section 2.3 (Preferred
Provider Commitment); (ii) Section 2.13 (Optimization),
(iii) Section 4.1 (Additional Services).  WLP shall receive Service Credits/SCUs during Transition
Period B in accordance with the terms this Agreement, provided, however, that the aggregate
value of all Service Credits/SCUs received by WLP during Transition
Period B shall not exceed two times the aggregate value of all Service
Credits/SCUs received by WLP during the 6-month period immediately preceding
the effective date of termination of the Agreement.  In addition, SITA agrees to negotiate in good faith a plan with
WLP and SITA’s successor(s) that specifies the nature, extent and
schedule of the phase-out Services. 
As part of such phase-out Services, SITA shall, at no cost to WLP and
consistent with SITA’s contractual obligations with third parties regarding
non-disclosure, give WLP or its designee(s) all information reasonably required
by WLP to facilitate a smooth transition to a successor.  The disclosure of such information is
subject to the execution of a valid Non-Disclosure Agreement.


 


(d)                                 For
greater certainty the Parties acknowledge and agree as follows: (1) Any
services provided by SITA beyond Transition Period A and Transition B which are
not the subject of a separate agreement between the Parties shall be charged to
WLP at the then current SITA Tariff of Products and


 


78

















 


Services (“TOPS”)
rates or SITA’s published price list in effect at that time and SITA’s usual
terms and conditions for the provision of the remaining products and services
shall govern, all in accordance with the SITA/Worldspan Tel 1/2 Agreement.  (2) Any connections or other services remaining
upon expiry of either Transition Period A or B shall be the subject of a
connection cessation order (or equivalent) or will remain connected/provided on
the basis of the rights and obligations of the Parties under the Tel 1/2
Agreement.


 


13.3                        Hiring of Personnel.


 


Neither Party
shall, during the period from the Effective Date until 6 months after the end
of the Term (howsoever arising), directly or indirectly solicit or offer
employment or engagement to any of the staff of the other Party who have been
substantially and directly involved in the provision of Services without the
other’s prior agreement in writing. 
This clause shall not apply to any engagement which was as a result of
an unsolicited approach to that Party by the employee in question, results from
general recruitment campaigns, open advertising or approaches from the Parties
where such approaches are not the result of the relationship created by this
Agreement.


 


13.4                        Removal of Property.


 


Upon termination
or expiration of this Agreement, SITA shall promptly remove any property that
SITA has installed on the Installation Sites or other WLP premises.  Any such property not removed within 6
months after the end of the Term and/or the cessation of use of the Services by
WLP at an Installation Site shall be deemed abandoned by SITA, provided that WLP has given SITA at least
30 days prior written notice of WLP’s decision to dispose of such property,
and, provided, further, that WLP
shall have no responsibility for or liability in connection with (including for
the net book value thereof) any loss or damage to any such property that SITA
does not remove from the affected Installation Site within 90 days following
the end of the Term and/or from the date of written notification from WLP of
cessation of use of the Services at such Installation Site.  SITA shall use reasonable care in removing
such property and shall return the Installation Sites and other WLP premises to
their original condition, reasonable wear and tear excepted.


 


ARTICLE 14 — TERMINATION
AND REMEDIES


 


14.1                        Termination by WLP.


 


(a)                                  WLP
shall have the right to terminate this Agreement in its sole discretion with no
liability to SITA (including for any pass-through charges permitted hereunder)
other than for charges (less any applicable credits) for Services incurred
prior to and remaining unpaid as of the effective date of such termination if
any one or more of the following occurs:


 


79

















 


(i)                                     Upon
30 days prior written notice to SITA, if SITA is required to cease and does
cease providing any material portion of the Services as a result of any change
in applicable law, rule, regulation, or of any order, judgment or decision by
any governmental authority of competent jurisdiction (including injunctions),
or SITA agrees to cease or informs WLP that it intends to cease providing any
material portion of the Services in contemplation or acknowledgment of or to
avoid the consequences of any such change, order, judgment or decision;


 


(ii)                                  Upon
30 days prior written notice to SITA, if SITA shall have materially breached or
materially defaulted (or committed any series of breaches or defaults which in
the aggregate constitute a material breach or material default) any of the
terms and conditions of this Agreement, unless 30 days following SITA’s receipt
of notice of such breach or default, SITA has cured such breach or default, provided, however, that no notice of
termination pursuant to this clause may be given prior to the completion of the
dispute resolution process set forth in Section 15.8 (Dispute Resolution);


 


(iii)                               Upon 30 days prior
written notice to SITA, if (A) SITA fails to provide a material portion of
the Services (measured by expenditures for all Services provided at all
Installation Sites over the most recent quarter) for 30 days, or (B) WLP
would have the right to discontinue 30 percent or more (measured by
expenditures for all Services provided at the affected Installation Sites over
the most recent quarter) of the Services or Service Components under any
provision of this Agreement that permits such discontinuance without liability
(including Attachment SLA);


 


(iv)                              Upon
30 days prior written notice to SITA, if an order is made or an effective
resolution is passed for the dissolution or winding up of SITA except for the
purposes of an amalgamation, reorganization, bulk transfer of assets, or
merger, if a creditor takes possession of or a receiver is appointed over the
whole or any material part of the undertaking or assets of SITA, or if SITA
becomes insolvent or


 


80

















 


makes any special
or general assignment for the benefit of creditors or is the subject of a
voluntary or involuntary filing under the bankruptcy laws of any jurisdiction;
or


 


(v)                                 Immediately
upon written notice to SITA, if final adjudicated claims against SITA have
exceeded its limit of liability set forth in Section 10.2(b) (Limitation
of Liability).


 


(b)                                 For
purposes of Sections 14.1(a)(i) and (iii), a “material” portion of the
Services shall be conclusively established if SITA ceases to provide 30 percent
or more of the Services (measured by expenditures over the most recent quarter)
provided under the Agreement, and may be shown at less than 30 percent if
SITA’s cessation of such Services has a material adverse impact on WLP’s
business under this Agreement and such impact is certified in a letter from an
officer of WLP accompanying WLP’s notice of termination and is concurred with
by SITA or in the absence of such concurrence by concurrence of an Arbitrator
appointed in accordance with and subject to the procedures set forth in
Section 15.9 (Arbitration), provided
that arbitration to determine whether there has been a material
adverse impact on WLP’s business under this Agreement shall also be
determinative of the validity of WLP’s notice of termination without liability
under the above-referenced Sections.  If
WLP terminates the Agreement without liability under this Section 14.1(a),
WLP may collect direct damages arising from event(s) upon which such
termination is based in accordance with the terms of this Agreement.


 


14.2                        Termination by SITA.


 


SITA shall have
the right to terminate this Agreement if any one or more of the following
occurs:


 


(a)                                  Upon
30 days prior written notice to WLP, if WLP shall have materially breached or
materially defaulted (or committed any series of breaches or defaults which in
the aggregate constitute a material breach or material default) of any of the
terms and conditions of this Agreement, unless within 30 days following receipt
of SITA’s notice of such breach or default, WLP has cured such breach or
default, which, in the case where WLP’s material breach involves non-payment of
Charges within 30 days after the date on which such Charges became due and
payable to SITA under this Agreement (other than Charges subject to a bona fide dispute), WLP’s cure of such
breach means WLP has paid such Charges and interest thereon in accordance with
the interest rates as set forth in the Tel 1/2 Contract.
Subject to Section 14.4 (Performance Pending Outcome of Disputes), no
notice of termination pursuant to this Section 14.2(a) may be given prior
to the completion of the dispute resolution process set forth in
Section 15.8 (Dispute Resolution);


 


81

















 


(b)                                 Upon
30 days prior written notice to WLP, if an order is made or an effective
resolution is passed for the dissolution or winding up of the other party
except for the purposes of an amalgamation, reorganization, bulk transfer of
assets or merger, if a creditor takes possession of or a receiver is appointed
over the whole or any material part of the undertaking or assets of WLP, or if
WLP becomes insolvent or makes any special or general assignment for the
benefit of its creditors or is the subject of a voluntary or involuntary filing
under the bankruptcy laws of any jurisdiction; or


 


(c)                                  Immediately
upon written notice to WLP, if final adjudicated claims against WLP have
exceeded its limit of liability set forth in Section 10.2(b) (Limitation
of Liability).


 


14.3                        Partial Discontinuance.


 


(a)                                  WLP may discontinue without liability to SITA
(including for any pass through charges permitted hereunder or Access Provider
discontinuance charges) except for charges (less any applicable credits) for
such Service(s) or Service Component(s) incurred prior to, and remaining unpaid
as of, the effective date of such discontinuance:


 


(i)                                     immediately upon written notice to SITA where
particular Services or Service Components may be discontinued by WLP without
liability as is permitted by this Agreement, including under Section 2.6
(Redesigns and Modifications to the Network),Section 2.14(b)(viii)
(Contingency and Recovery),Section 11.3 (Performance Times) (subject to WLP’s
obligation to pay amounts as set forth in Section 11.3) and
Section 15.19 (Tariffs);


 


or


 


(ii)                                  Upon
30 days prior written notice to SITA, if SITA files tariff revisions (or the
equivalent) that would materially and adversely affect the prices, terms or
conditions under which WLP is offered the Services and if SITA is unable to
provide WLP with a credit to be applied against Charges applicable to the
Services in a jurisdiction in which SITA is permitted to offer the Services
under a customer-specific contract, which credit shall be equal to the
difference between the tariff rates and those set forth in this Agreement.


 


82

















 


(b)                                 In
the event of a partial discontinuance under this Section 14.3, the
Preferred Provider Commitment shall be reduced in accordance with
Section 2.3 (Preferred Provider Commitment).


 


14.4                        Performance Pending Outcome of Disputes.


 


(a)                                  Notwithstanding
anything in this Agreement to the contrary, in the event a matter subject to a bona fide, good faith dispute is submitted
to the dispute resolution processes (including arbitration) described in this
Agreement, neither Party may, during the pendency of such dispute, use such
matter as grounds for termination of this Agreement pursuant to
Section 14.1(a) (Termination by WLP) or Section 14.2 (Termination by
SITA) or as a grounds for partial discontinuance pursuant to Section 14.3
(Partial Discontinuance).  During the
pendency of any dispute submitted to the dispute resolution process, each Party
shall continue to perform its respective obligations under this Agreement and
SITA shall not discontinue, disconnect, or in any other fashion cease to
provide all or any material portion of the Services unless otherwise directed
by WLP, nor shall WLP cease, discontinue, set-off, reduce deduct or withhold
from payment for any and all amounts not subject to dispute.


 


(b)                                 The
foregoing Section 14.4(a) shall not apply where (i) a Party claims
that the other Party (the “Defaulting Party”) has committed a material breach
of this Agreement and the Defaulting Party has neither submitted such matter to
the dispute resolution processes (including arbitration) set forth in this
Agreement within the applicable cure period nor cured such breach within the
applicable cure period, or such Party has submitted such matter to litigation
within the applicable cure period, has been found by the final decision of the
court under the dispute resolution procedures set forth herein to be in default
under the Agreement, and has failed to cure the default within the cure period
specified in Section 14.1(a) (Termination by WLP) or Section 14.2
(Termination by SITA) following such final decision; (ii) the dispute or
controversy between the Parties relates to harm to the SITA’s network allegedly
caused by WLP, and WLP does not immediately cease and desist from the activity
giving rise to the dispute or controversy after receipt of notice thereof; or
(iii) a governmental authority of competent jurisdiction determines that
WLP is making unlawful use of the Services and WLP does not cease and desist
from such use promptly after receipt of notice thereof.


 


83

















 


ARTICLE 15 –
MISCELLANEOUS


 


15.1                        Advertising or Publicity.


 


Neither SITA nor
WLP shall make public reference to the existence or terms of this Agreement
without prior written approval of the other Party.  This prohibition includes use of the other’s name, trademarks or
logos or any other reference to the other Party directly or indirectly in any
advertising, sales presentation, news release, release to any professional or
trade publication or for any other purpose. 
Notwithstanding the foregoing, either Party may announce the fact and
time of having concluded this Agreement, without including any of its specific
terms.


 


15.2                        Successors and
Assigns.


 


This Agreement
shall be binding on the Parties and their respective legal successors and
permitted assigns.


 


15.3                        Assignment.


 


Either Party may
transfer its rights under this Agreement to any successor who acquires
substantially all of the assets and business of such Party or to any wholly
owned subsidiary of such Party, subject to the membership rules of SITA.
Neither Party may assign its rights under this Agreement to any other person
and/or entity without the written consent of the other Party, such consent
shall not be unreasonably withheld.


 


15.4                        Subcontracting.


 


(a)                                  SITA
may subcontract or delegate to SITA Agents or Access Providers the performance
of any portion of the Services and, upon written notice to WLP, change its
designated SITA Agents or Access Providers that are providing Services at
Installation Sites.  The Parties hereby
acknowledge that upon execution of this Agreement, Equant Network Services
Limited (and its Affiliates) (“Equant”), a network services provider which owns
or leases network Assets, is SITA’s key subcontractor in the provision of SITA
Services.  Upon request of WLP, SITA
shall identify SITA Agents and Access Providers to WLP.  With the exception of monopoly providers of
Access Lines in a particular geographic area in which Services are provided
under the Agreement, and to the extent SITA is reasonably able to reach
agreement with the Access Provider in question concerning such non-disclosure
agreement, WLP may require the execution by any Access Provider of a
non-disclosure agreement with non-disclosure obligations at least as stringent
as those set forth in this Agreement, unless otherwise agreed by the
Parties.  SITA shall cause any Affiliate
of SITA or any SITA Agent or Access Provider providing Services to comply with
the


 


84

















 


requirements of this Agreement with respect to such
Services, and SITA shall be contractually, legally and financially responsible
and primarily liable hereunder for the performance of all obligations, and
fulfillment of all terms and conditions with respect to services performed in
connection with this Agreement by any Affiliate of SITA or any SITA Agent or
Access Provider.  For the avoidance of
doubt, SITA’s use of any Affiliate or SITA Agent or Access Provider to provide
Services or Service Components shall not increase the Charges for the Services
or Service Components except that Access Provider charges may be passed through
to WLP as expressly set forth in Attachment RC.


 


(b)                                 Each
Party shall remain fully responsible for the performance of this Agreement in
accordance with its terms, including any obligations performed through its
Affiliates, subcontractors or agents, and each Party shall be solely responsible
for payments due its subcontractors and agents.  Each Party shall cause its subcontractors and agents to comply
with the requirements of this Agreement. 
Each Party shall be fully responsible for any obligations it elects to
subcontract or delegate to an agent.


 


(c)                                  The
Parties acknowledge and agree that no subcontractor or agent of either Party
shall for any purposes be deemed a third party beneficiary under this
Agreement, notwithstanding any agreements contained herein that may operate to
the benefit of such subcontractor or agent and notwithstanding any status that
either Party may have as a third party beneficiary with respect to any
agreements between such other Party and its subcontractors and agents in
connection with this Agreement.


 


15.5                        Notices.


 


Any notices or
other communications required or permitted to be given or delivered under this
Agreement shall be in hard-copy writing in English (unless otherwise
specifically provided herein) and shall be sufficiently given if delivered
personally or delivered by prepaid overnight express service to the persons and
locations listed below.


 


	
  In the case of WLP:

  	
   

  	
  In the case of SITA:

  
	
  Director of
  Communications

  	
   

  	
  Senior Global Account
  Director,

  Worldspan Account

  
	
  AXIS HOUSE

  
	
  242 BATH ROAD

  	
   

  	
  3100 Cumberland Blvd.

  
	
  HAYES, MIDDLESEX UB3
  5AY ENGLAND

  	
   

  	
  Atlanta, Georgia 30339

  
	
   

  	
   

  	
  USA

  



 


85

















 


	
  With a copy to:

  	
   

  	
  With a copy to:

  
	
  Vice President-General
  Counsel and

  Secretary of WORLDSPAN, L.P.

  	
   

  	
  General Counsel

  
	
  SITA the Americas

  
	
  300 GALLERIA PARKWAY
  N.W.

  	
   

  	
  3100 Cumberland Blvd.

  
	
  ATLANTA, GEORGIA 30339

  	
   

  	
  Atlanta, Georgia 30339

  
	
  USA

  	
   

  	
  USA

  



 


Either Party may from
time to time designate another address or other addressees by notice to the
other Party in compliance with this Section 15.5.  Any notice or other communication shall be
deemed given when received in writing.


 


15.6                        Governing Law.


 


The validity of
this Agreement, the construction and enforcement of its terms, and the
interpretation of the rights and duties of the Parties shall in all respects be
governed by the substantive laws of the State of New York, excluding any
conflicts or choice of law rules.  The
United Nations Convention on Contracts for the International Sale of Goods does
not apply to this Agreement.


 


15.7                        Construction.


 


(a)                                  In
the absence of national law or regulation governing any aspect of the provision
of any Service or Service Component in a country, this Agreement shall be
interpreted, construed, enforced and applied as though the laws of England
governed the provision of that Service or Service Component.


 


(b)                                 This
Agreement shall be construed wherever possible to avoid conflict between the
Articles hereof and the Attachments hereto. 
Where a conflict cannot be avoided, the provisions set forth in the Articles
of this Agreement shall control for all purposes.  In the event of a conflict between any of the Attachments and
other documents in the supporting information, the Attachments shall prevail.


 


(c)                                  This
Agreement has been executed in English, which language shall be controlling in
all respects.  No translation, if any,
of the Agreement into any other language shall be of any force or effect in the
interpretation of this Agreement or in the determination of the intent of
either of the Parties.


 


(d)                                 No rule of construction requiring interpretation against the drafter
will apply to this Agreement’s interpretation.


 


86

















 


15.8                        Dispute Resolution.


 


The following
procedure shall be adhered to in all disputes that arise under this Agreement
that the Parties cannot resolve informally. With respect to each level of this
dispute resolution mechanism (Section 15.8) the Parties agree that there
shall be no duplication of claims or liability resulting from the co-existence
of the present Agreement and the SITA/WSL 2004 Global Telecommunications
Agreement.  Either Party to this
Agreement must notify the other Party in writing of the nature of the dispute
with as much detail as possible about the deficient performance of the other
Party.  The SITA Account Manager and
WLP’s appointed representative (“Level One Contacts”) shall meet in person or
by telephone within 7 days after the date of the written notification to reach
an agreement about the nature of the deficiency and the corrective action to be
taken.  The Level One Contacts shall
memorialize the nature of the dispute and their efforts to resolve it. If the
Level One Contacts are unable to agree on corrective action, they shall notify
the Level Two Contacts of that inability, and the Level Two Contacts shall meet
within 7 days of the date of such notification to facilitate an agreement.  The SITA Global Account Director and WLP’s
Director of Communications shall serve as the Level Two Contacts.  They shall meet in person or by telephone
within 7 days after the date of the written notification to reach an agreement
about the nature of the deficiency and the corrective action to be taken.  The Level Two Contacts shall memorialize the
nature of the dispute and their efforts to resolve it.  If the Level Two Contacts are unable to
agree on corrective action, they shall notify the appropriate executive
managers to whom they report (“Executive Management”) of that inability, and
the Parties’ Executive Managements shall meet within 14 days of the date of
such notification to facilitate an agreement. 
If Executive Management cannot resolve the dispute or agree upon a
written plan of corrective action to do so within 14 days after their initial meeting
or other action, or if the agreed-upon completion dates in the written plan of
corrective action are exceeded, either Party may request that the Parties
resolve the dispute pursuant to Section 15.9 (Arbitration).  Except as otherwise specifically provided,
neither Party shall terminate this Agreement for breach or initiate arbitration
or other dispute resolution procedures unless and until this dispute resolution
procedure has been employed or waived.


 


15.9                        Arbitration.


 


If the Parties are
unable to resolve a controversy, claim or dispute arising out of or relating to
this Agreement, agreements or instruments relating hereto or delivered in
connection herewith (“Dispute”) under the procedures set forth in
Section 15.8 (Dispute Resolution), either Party may serve written notice
requiring the Dispute (or any part thereof) to be determined by arbitration in


 


87

















 


accordance with this Section 15.9, provided that
there shall be no duplication of arbitral proceedings, claims or liability
resulting from the co-existence of the present Agreement and the SITA/WSL 2004
Global Telecommunications Agreement. Where a Dispute (or any part thereof) is
to be determined by arbitration, the following shall apply:


 


(a)                                  there
shall be a single arbitrator appointed to hear any and all matters;


 


(b)                                 if
the Parties are unable to agree on the appointment of the single arbitrator
within 5 Business Days (“Business Days” in this context shall mean
Monday-Friday excluding any United States recognized national holidays) of a Party
giving notice requiring the Dispute to be determined by arbitration under this
Section 15.9, (i) each party shall pick a single neutral arbitrator, (ii)
the two arbitrators chosen by the parties shall pick a third arbitrator, and
(iii) the panel of three arbitrators shall serve as the arbitrator of the
Dispute;


 


(c)                                  the
arbitrator shall adopt, wherever possible, a simplified and expedited procedure
and shall endeavor to complete the arbitration with 4 months of notice of the
Dispute (or such lesser period as is appropriate);


 


(d)                                 the
arbitrator shall not adopt inquisitorial processes;


 


(e)                                  the
arbitration shall take place in Atlanta, Georgia;


 


(f)                                    the
arbitrator shall decide the Dispute in accordance with the laws of the state of
New York;


 


(g)                                 the
arbitration shall otherwise be conducted in accordance with the then-current
Commercial Arbitration Rules of the American Arbitration Association (“AAA”);


 


(h)                                 The
Federal Arbitration Act, 9 U.S.C. Sections 1 to 14, shall govern the
interpretation and enforcement of this Section 15.9;


 


(i)                                     the
arbitration award shall be final and binding on the Parties; and


 


(j)                                     this
submission to arbitration does not prevent either Party from seeking an
injunction or other equitable remedy in a court or other authority of competent
jurisdiction, in the event the aggrieved Party considers it may suffer
irreparable harm.


 


The Parties
acknowledge that the purpose of any exchange of information or documents
pursuant to Section 15.9 is to attempt to resolve the Dispute.  Neither Party may:


 


(a)                                  use
any such information or documents for any purpose other than in an attempt to
resolve the Dispute as between the Parties; nor


 


88

















 


(b)                                 disclose
any such information or documents to a third party, other than to a
professional or other adviser who shall first have entered into a
confidentiality agreement providing, in addition to the obligations of
confidence no less stringent than required under this Agreement, that he/she
will not disclose the information or documents (or any interpretation or
analysis thereof) other than:  (i) to
SITA or WLP; (ii) to a mediator, arbitrator, or court; or (iii) as compelled by
law and will return all such material to the retaining Party on completion of
the Services provided.


 


15.10                 Modification,
Amendment, Supplement or Waiver.


 


This Agreement may
be modified only by the written agreement of the Parties.  A failure or delay of any Party’s exercise
or partial exercise of any right or remedy under this Agreement shall not
operate to impair, limit, preclude, cancel, waive or otherwise affect such
right or remedy.


 


15.11                 Labor Harmony Obligation.


 


Each Party shall
conduct its activities in such a manner as to minimize:  (a) any labor-related disruption of
work or material non-compliance in the provision of any Services and
(b) any interference with the work or activities of the other Party or
other persons.  Whenever either Party,
including Key SITA Personnel, has knowledge of any threatened or actual labor
dispute involving its employees, its subcontractors, or others that may
materially affect the provision of Services, such Party shall so inform the
other Party and the Parties shall cooperate to minimize the effect of such
dispute on the Agreement, whether or not such labor dispute occurs at an
Installation Site.


 


15.12                 Entirety of Agreement.


 


This Agreement
constitutes the entire agreement of the Parties with respect to the Services
and supersedes any and all prior or contemporaneous proposals, agreements and
negotiations, whether written or oral, with respect thereto.  Nothing in this Agreement shall affect (i)
either Party’s (or Worldspan L.P.’s) rights or obligations under the Tel 1/2
Contract; or (ii) the Parties’ undertakings hereunder to avoid duplications of claims
and liabilities resulting from the co-existence of the present Agreement and
the SITA/WSL 2004 Global Telecommunications Agreement.


 


15.13                 Severability.


 


If any of the
provisions of this Agreement shall be held to be invalid, illegal or
unenforceable, the unaffected provisions of this Agreement shall be unimpaired
and remain in full force and effect. 
SITA and WLP shall negotiate in good faith to substitute for such
invalid, illegal, or unenforceable provision a mutually acceptable provision
consistent with the original intention of the Parties.


 


89

















 


15.14                 Attachments.


 


The terms and
conditions of any and all Attachments to this Agreement, as amended from time
to time by mutual agreement of the Parties or in accordance with the terms of
this Agreement are incorporated herein by reference and shall constitute part
of this Agreement as if fully set forth herein.


 


15.15                 Headings of No Force or Effect.


 


The headings in
this Agreement are for purposes of reference only and shall not in any way
limit or otherwise affect the meaning or interpretation of any of the terms
hereof.


 


15.16                 Survival.


 


The provisions of
Articles 7 (Confidential Information), 9 (Intellectual Property Rights and
Indemnification; Software License) and 10 (Limitation of Liability; Third Party
Claims), and Sections 5.4 (Invoices), 5.5 (Billing Reviews and Audits),
8.14 (Exclusive Warranties), 13.2 (Transitional Support), 13.3 (Hiring of
Personnel), 13.4 Removal of Property), 15.1 (Advertising or Publicity), 15.6
(Governing Law), 15.7 (Construction), 15.10 (Modification, Amendment,
Supplement or Waiver), 15.9 (Arbitration), as well as the provisions of any
other Sections that by their nature are intended to survive, and this
Section 15.16 shall survive the expiration or termination of this
Agreement or any part thereof.


 


15.17                 Counterparts.


 


This Agreement may
be executed in multiple counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.


 


15.18                 Further Assurances.


 


Each Party agrees
for itself, and shall cause its Affiliates, to execute and deliver from time to
time such additional instruments, documents, conveyances and assurances and
take such other actions as may be necessary or otherwise reasonably requested
by the other Party to give effect to the rights and obligations provided for in
this Agreement.


 


90

















 


15.19                 Tariffs.


 


(a)                                  If a ruling or decision of an appropriate
governmental agency requires SITA to file tariffs for SITA’s provision of
Services to WLP at the rates, and on the terms and conditions set forth in the
Agreement, SITA shall within 10 Business Days following such a ruling or
decision, file a tariff with the appropriate governmental agency to reflect and
implement the terms and conditions of this Agreement.


 


(b)                                 If any tariff fails to take effect within 30
days after filing or if such tariff does not conform, in all material respects,
to the pricing, terms and conditions contained in this Agreement, WLP shall
have the right to discontinue without liability the affected Service or Service
Components as set forth in Section 14.3(a)(i) (Partial Discontinuance).


 


IN WITNESS
WHEREOF, the Parties hereto, each acting with proper authority, have executed
this Agreement, to be effective as of the date first above written.


 


 


	
  WORLDSPAN, L.P.

  	
   

  	
  Societe Internationale de

  Telecommunications Aeronautiques

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Rakesh Gangwal

  	
   

  	
  By:

  	
  /s/
  Dan Ebbinghaus

  	
   

  
	
  Name Printed:

  	
  Rakesh
  Gangwal

  	
   

  	
  Name Printed:

  	
  Dan
  Ebbinghaus

  
	
  Title:

  	
  Chairman,
  President and CEO

  	
   

  	
  Title:

  	
  President
  - Americas

  
	
  Date:

  	
  February
  1, 2004

  	
   

  	
  Date:

  	
  February
  1, 2004

  
												



 


91

















 


ATTACHMENT BI


 


[Refer to attached document.]


 

















 


ATTACHMENT IP


 


[Refer to attached document – To be inserted
post-execution of this Agreement.]


 


This Attachment IP consists of the Implementation and
Migration Plan to be agreed between the Parties’ Representatives, as may be
updated from time to time.  The Implementation
and Migration Plan shall be consistent with the Worldspan Amended Global
Network request for Proposals (RFP) dated September 25, 2003 and shall
require that the Parties apply reasonable efforts in order to achieve material
completion of the mutually agreed Implementation within 12 months of the
Effective Date.


 

















 


ATTACHMENT
KP – 

KEY SITA PERSONNEL


 


•                  Project
Manager (London):  Appointed for
the duration of the Migration period, the Project Manager will be responsible
for the following,


 


•                  Leadership of the Project Team


•                  Oversee and
co-ordinate all project details


•                  Financial
responsibility for the project


•                  Adherence to contract
requirements


•                  Primary liaison
between SITA and WLP/WSL for all project related issues


 


•                  Account
Manager:  Ongoing commercial
responsibility for the SITA – WLP relationship.  Working with other account team personnel, including the Project
Manager, the Account Manager provides on-going, day-to-day contact with WLP for
all account management related issues and opportunities.  


 


•                  Communications
Operations Manager:  The “COM”
works within the structure and oversees the resolution of all WLP
post-installation service related issues.


 


1

















 


ATTACHMENT ND –

FORM OF NON-DISCLOSURE AGREEMENT FOR THIRD PARTIES


 


This
Non-Disclosure Agreement (hereinafter, the “Agreement”) is made and entered
into as of the           day of
               ,
        , by and between
                                               
(“Disclosing Party”) and
                                   
(“Recipient”).  The Agreement describes
the rights and obligations of each party hereto with respect to certain
information to be disclosed by Disclosing Party to Recipient during the term of
the Global Telecommunications Services Agreement (the “GTSA”) dated as of
                                                   ,
2004 by and between WORLDSPAN, L.P. (“WLP”) and SOCIETE INTERNATIONALE DE
TELECOMMUNICATIONS AERONAUTIQUES (“SITA”). 
The GTSA requires WLP or SITA as the Disclosing Party to enter into this
Agreement with third parties to whom it discloses such information.


 


Definitions.


 


For
purposes of this Agreement, the capitalized words and phrases listed below
shall have the meanings given below.


 


“Affiliate” of a Party means any entity that is directly or indirectly
controlling, controlled by, or under common control with such Party, and the
directors, officers, employees and agents of all of them, when acting in their
corporate capacities.  For purposes of
this definition, “control” means (a) the ownership of at least 20 percent
of the equity or beneficial interests of an entity, or (b) the right to
appoint or ability to elect a majority of the board of directors or other
governing body of such entity.


 


“Agreement” means this Non-Disclosure Agreement,
entered into as of the day, month and year first written above.


 


“Confidential Information” means all non-public
information concerning the business of WORLDSPAN, L.P., any WORLDSPAN, L.P.
Affiliate, any Worldspan Owned User or other third party doing business with
any of them (including customers of WORLDSPAN, L.P. or a WORLDSPAN, L.P.
Affiliate) that SITA may obtain from any source in the course of providing the
Services under the GTSA (“WLP Confidential Information”) or concerning the
business of SITA and any third party doing business with SITA that WLP may
obtain from any source in the course of its use of the Services (“SITA
Confidential Information”).  The
specific terms of the GTSA and discussions, negotiations and proposals from one
Party to the other related directly thereto shall be both WLP and SITA
Confidential Information. “Confidential Information”


 


1

















 


shall also include network designs, telecommunications
usage data, pricing and financial data, software code, the identity and
configuration of equipment/networks, optimization recommendations, research,
development (including development, plans and specifications for any product or
service that is designed or modified under the GTSA irrespective of whether
such plans and specifications are completed or implemented), strategic and
other business plans, and related information. 
All such information disclosed prior to the execution of the GTSA and
during the term of the GTSA shall also be considered “Confidential
Information.”  All information that
relates to the quantity, WLP technical configuration, type, destination, and
amount of use of the Services subscribed to by WLP and all information
contained in bills pertaining to the Services received by WLP from SITA shall
be the Confidential Information of WLP regardless of where it is collected or
stored, and shall not be deemed
the Confidential Information of SITA. 
“Confidential Information” shall not include information that:
(a) is already rightfully known by the receiving Party at the time it is
obtained by said Party, free from any obligation to keep such information
confidential; (b) is or becomes publicly known through no wrongful act of
the receiving Party; or (c) is rightfully received by the receiving Party
from a third party without restriction and without breach of this
Agreement.  Information equivalent to
that described above that is independently developed by a Party without using
any Confidential Information of the other Party shall not be considered
Confidential Information for purposes of this Agreement.  “Person” for the purposes of this definition
shall be deemed to include natural persons as well as corporations and other
entities, and includes WLP, SITA, and SITA’s subcontractors.


 


“Party” means either SITA or WLP; “Parties” means both
SITA and WLP.


 


“SITA” means Societe Internationale de
Telecommunications Aeronautiques, those Affiliates of Societe Internationale de
Telecommunications Aeronautiques and SITA Agents providing Services or Service
Components to WLP under the GTSA.


 


“WLP” means WORLDSPAN, L.P., and any WORLDSPAN, L.P.
Affiliate that receives Services under the GTSA.


 


Any capitalized term not defined in this Agreement
shall have the meaning set forth in the GTSA.


 


In consideration of the agreements and the mutual
promises contained in this Agreement, the parties hereby agree as follows:


 


2

















 


1.                                       Use and Protection of Confidential Information.  During the term of the GTSA and for a period
of five years from the date of its expiration or termination (including all
extensions thereto), Recipient agrees to maintain in strict confidence all WLP
Confidential Information and all SITA Confidential Information, including but
not limited to preventing disclosure to any competitor of WLP or SITA (known to
be such after reasonable inquiry) of all WLP Confidential Information and all
SITA Confidential Information to competitors of either WLP or SITA. Recipient
shall not, without obtaining the prior written consent of the Party with
proprietary rights thereto, use such Party’s Confidential Information for any
purpose other than for purposes associated with the offer or provision of
Services to WLP or for purposes of SITA’s design, configuration and provision
of Services to WLP.  Recipient shall
use, and shall take reasonable steps to cause other persons authorized to
receive Confidential Information to use, reasonable care to protect such
information.  Recipient may only produce
extracts and summaries of the Confidential Information consistent with its
permitted use of the information. Recipient acknowledges that WLP has a
responsibility to its customers to keep their customer records strictly
confidential, and agrees that any customer records Recipient, its employees or
agents receive will therefore be treated as the Confidential Information of
WLP.  Recipient’s obligations to keep
such customer records strictly confidential shall not terminate when its obligations
regarding all other Confidential Information terminate, but shall continue for
so long as WLP requires such customer records to be kept confidential.  Neither Party shall have intellectual
property rights of any kind or nature to the Confidential Information disclosed
by the other Party or to material which is created using such Confidential
Information.


 


2.                                       Disclosure of
Confidential Information to Employees and Others.  Notwithstanding Section 1, Recipient may disclose
Confidential Information to: (i) its employees on a need-to-know basis or
others specifically permitted to perform services hereunder, provided  that
the Recipient has taken reasonable steps to ensure that such Confidential
Information is kept strictly confidential consistent with the confidentiality
obligations imposed hereunder, including instructing such employees not to
sell, lease, assign, transfer, use outside their scope of employment or reveal
any Confidential Information without the consent of the Party whose
Confidential


 


3

















 


Information is involved, and obtaining the written
agreement of its employees to conform to the requirements of this Agreement.;
(ii) its legal counsel, auditors and consultants, except those consultants
which  are direct competitors of either
SITA or WLP; (iii) employees, agents and representatives of the Party
whose Confidential Information is involved, (iv) its agents specifically
permitted to perform its services or its responsibilities under the GTSA but
only on a need-to-know basis, provided that
the Recipient shall require the execution by the party receiving the
confidential information a non-disclosure agreement substantially similar in
form to this Agreement; and (v) subject to the prior written consent of
the Party whose Confidential Information is involved, other persons (including
contractors, landlords or facility managers) in need of access to such
information for purposes specifically related to Recipient’s performance of its
responsibilities under the GTSA, provided
that Recipient disclosing Confidential Information under this
Subsection (v) shall require the execution by such other persons of a
non-disclosure agreement substantially in the form of this Agreement.


 


3.                                       Return or Destruction
of Information.  Recipient agrees that
upon the request of a Party having rights to Confidential Information, it shall
promptly return such Confidential Information (including any copies, extracts,
descriptions and summaries thereof) to the Party having rights to such
Confidential Information and shall further provide the and shall further
provide the requesting Party with a corporate officer’s written and sworn
certification of same.  When
Confidential Information of a Party has been integrated into documents
containing proprietary information of any third party, upon the request of the
Party whose Confidential Information is involved, the Recipient in possession
of such information shall promptly destroy those portions of the documents (and
any copies, extracts and/or summaries thereof) and shall further provide the
requesting Party with written certification of same.


 


4.                                       Waivers.  Recipient may request in writing that the
Party whose Confidential Information is involved waive all, or any portion, of
its responsibilities relative to specific items of such Confidential
Information.  Such waiver request shall
identify the affected Confidential Information and the nature of the proposed
waiver.  The Disclosing Party shall
respond within a reasonable time, and if, the Party with the proprietary
interest in such information determines to grant the requested waiver in
accordance with the terms of the GTSA, the Disclosing Party shall inform the
Recipient in writing that a waiver has been granted with respect to such request.


 


5.                                       Required
Disclosure.  The confidentiality
obligations imposed by this Agreement do not apply to the extent, but only to
the extent, that Confidential Information must be disclosed pursuant to a court
order or as required by any regulatory agency or other government body of
competent jurisdiction.  If Recipient is
ordered to disclose Confidential Information, it shall notify the Party whose
Confidential Information is involved immediately upon receipt of such an order
to disclose and use all reasonable efforts to resist, or to assist such Party
in resisting, such disclosure and, if such disclosure must be made, to limit
the disclosure to the extent legally required and to obtain a protective order
or comparable assurance that the Confidential Information disclosed shall be
held in confidence and not be further disclosed absent the original disclosing
Party’s prior written consent.


 


4

















 


6.                                       Remedies.  The parties acknowledge that any disclosure
or misappropriation of Confidential Information in violation of this Agreement
could cause irreparable harm, the amount of which may be extremely difficult to
determine, and which the parties agree would be inadequate and insufficient as
a remedy at law or in money damages. 
The parties therefore agree that the Disclosing Party and/or the Party
whose Confidential Information is involved shall have the right to apply to any
court of competent jurisdiction for an order restraining any breach or
threatened breach of this Agreement and for any other relief as the Disclosing
Party and/or the Party whose Confidential Information is involved deems
appropriate, and Recipient agrees not to oppose any such application.  This right shall be in addition to any other
remedy available in law or equity.


 


7.                                       Term.  The term of this Agreement shall commence on
the date set forth above.


 


8.                                       Third Party
Beneficiary.  This Agreement is
enforceable by the parties hereto and by either SITA or WLP, as appropriate, as
a third-party beneficiary hereto.


 


9                                          Governing Law.  The validity of this Agreement, the
construction and enforcement of its terms, and the interpretation of the rights
and duties of the parties shall in all respects be governed by the substantive
laws of the State of New York.


 


10.                                 Modification and
Waiver.  No modification, amendment,
supplement to or waiver of the Agreement or any of its provisions shall be
binding upon the parties hereto unless made in writing in English and duly
signed by both parties.  A failure or
delay of any party’s exercise or partial exercise of any right or remedy under
this Agreement shall not operate to impair, limit, preclude, cancel, waive or
otherwise affect such right or remedy.


 


11.                                 Severability.  If any of the provisions of this Agreement
shall be held to be invalid, illegal or unenforceable, the unaffected
provisions of this Agreement shall be unimpaired and remain in full force and
effect.  The Disclosing Party and the
Recipient shall negotiate in good faith to substitute for such invalid, illegal,
or unenforceable provision a mutually acceptable provision consistent with the
original intention of the parties.


 


5

















 


IN WITNESS WHEREOF, the parties each acting with
proper authority, have executed this Agreement as of the date first written
above.


 


	
  Disclosing Party

  	
   

  	
  Recipient

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
  [Type or Print]

  	
   

  	
   

  	
  [Type or Print]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  
							



 


6

















 


ATTACHMENT PS


 


[Refer to attached document.]


 

















 


ATTACHMENT RC


 


[Refer to attached document.]


 

















 


ATTACHMENT SD


 


[Refer to attached document.]


 

















 


ATTACHMENT SLA


 


[Refer to attached document.]


 


The Parties hereby acknowledge and agree that the
attached Attachment SLA shall be interpreted such that both WLP and WSL are
treated on an aggregate basis in the case of eligibility for Service
Credits/SCUs or other credits and remedies, under both the present Agreement
and the SITA/WSL 2004 Global Telecommunications Agreement).


 

















 


ATTACHMENT
TA – 

TRAVEL AGENTS


 


Airtrade


Asatej


CTS


DER


Diesenhaus


Ebookers


Expedia (Various Sites)


H.I.S.


ISSTA


JTB


Lastmintue.com


Lotus Leisure


My Travel


Nextsky


Ophir Tours


OTC


R&C Tours


Thomas Cook


TicTas


Worldtravel BTI


 


1

















 


ATTACHMENT TH


 


[Refer to attached document – To be inserted
post-execution of this Agreement.]


 


This Attachment TH consists of the document setting
out the travel agencies’ normal business hours to be agreed between the
Parties’ Representatives, as may be updated from time to time.


 

















 


ATTACHMENT WF


 


[Refer to attached document.]


 


 


—END OF AGREEMENT FOLLOWING ATTACHMENT WF—


 

















 


ATTACHMENT
BI: WLP


 


	
  PROD_GROUP

  	
   

  	
  PROD_NAME

  	
   

  	
  SHORT_NAME

  	
   

  	
  INV_DATE

  	
   

  	
  ACT_DATE

  	
   

  	
  ACT_PERIOD

  	
   

  	
  INV_NUMBER

  	
   

  	
  MEMBER NCC

  	
   

  	
  TYPE_CODE

  	
   

  	
  REGION

  	
   

  	
  EXPENSE

  	
   

  	
  PRODUCT

  	
   

  
	
  Messaging Services

  	
   

  	
  Type B Services

  	
   

  	
  TYPB

  	
   

  	
  20030926

  	
   

  	
  200308

  	
   

  	
  200308

  	
   

  	
  95669 1P

  	
   

  	
  0000000723

  	
   

  	
  USA

  	
   

  	
  670

  	
   

  	
  6B

  	
   

  	
  TB

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  CHARGE

  TYPE

  	
   

  	
  CATEGORY

  	
   

  	
  CHG_

  DESCR

  	
   

  	
  ZONE 1

  	
   

  	
  CTY 1

  	
   

  	
  CTR 1

  	
   

  	
  ADDR 1

  	
   

  	
  STATION 1

  	
   

  	
  BILL PERIOD

  START_DATE

  	
   

  	
  TRAFFIC

  	
   

  	
  USAGE

  	
   

  	
  CHG 

  RAFFIC

  	
   

  	
  ZONE 2

  	
   

  	
  CTY 2

  	
   

  	
  CTR 2

  	
   

  
	
  ADB

  	
   

  	
  TB Corporation

  	
   

  	
  Usage Type

  	
   

  	
  NAM

  	
   

  	
  US

  	
   

  	
  MIA

  	
   

  	
  0104107

  	
   

  	
  MIALLQW

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
  0.00

  	
   

  	
  1

  	
   

  	
  NAM

  	
   

  	
  US

  	
   

  	
  MIA

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Adressage

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  ADDR 2

  	
   

  	
  STATION 2

  	
   

  	
  SPEED

  	
   

  	
  SPEED 2

  	
   

  	
  CPE_FLAG

  	
   

  	
  BILL FLAG

  	
   

  	
  PROTOCOL

  USER NAME

  	
   

  	
  PRICE_BAND

  	
   

  	
  OPT_DESCR

  	
   

  	
  RATING_CUR

  	
   

  	
  BASIC_RATE

  	
   

  	
  CHGRATCURR

  	
   

  
	
  ATLBP1P

  	
   

  	
  Standard Specific

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Y

  	
   

  	
  0104107-1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  USS

  	
   

  	
  15.00

  	
   

  	
  15.00

  	
   

  
	
   

  	
   

  	
  Addresses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  DISCNTTYPE

  	
   

  	
  STAND_DISC

  	
   

  	
  CONTRA_REF

  	
   

  	
  CONTRDISC

  	
   

  	
  CUSTOM_REF

  	
   

  	
  DISCOUNT BILL_CURR  BILL_CURR

  	
   

  	
  CHGBILLCUR

  	
   

  
	
   

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  USS

  	
   

  	
  15.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


1

















 





 


ATTACHMENT PS

PROFESSIONAL SERVICES STATEMENT OF WORK


 


FOR


 





 


GLOBAL IP MIGRATION


 


 


Version 2.0


 

















 


Executive Summary


 


This document highlights
the benefits that Worldspan will receive by engaging SITA’s Professional
Services organization. SITA will utilize highly skilled professionals, with a
wealth of industry and technical knowledge, to ensure Worldspan’s migration to
IP is executed in an expeditious manner. 
Our professionals will be aligned closely and dedicated to this endeavor
to ensure Worldspan can continue to focus on their core business functions.


 


Benefits


 


•      A dedicated
project team will ensure an expedited network migration to IP which ensures
that Worldspan realizes earlier the business benefits of lower costs and
improved margins for services


 


•      Three Project
Management professionals as part of the network migration team allowing
Worldspan to redirect resource to other strategic business initiatives


 


•      Project
Management teams follow the Project Management Institutes (PMI) ISO 9001
standards for project delivery which provide Worldspan a professional and
structured implementation methodology


 


•      Network
Lifecycle Management services which consists of a team of designated certified
internetworking specialists that will be responsible for the deployment and
operational maintenance of your IP network


 


•      Automated
Project Management Information System – PMOfficeâ
- Gartner Group’s recognized leader in Project Management portfolio management
and tracking tool


 


•      SITA, through
PMOffice,â will provide Worldspan access to a customized
Project Information Portal (PIP) which allows real-time access to project
schedules, engineering documentation, communications plans, etc.


 


•      Coordinated
Risk Mitigation and Contingency Planning which ensure Worldspan’s business is
not impacted by the network migration


 


•      Provide
Worldspan with a single-point to manage the global network services providers
and telecommunications contractors throughout the lifecycle of the project


 


•      Co-chair a
joint Worldspan – SITA Project Governance Board which will be accountable to
Worldspan’s executive project sponsorship


 


•      Integrated
change control process which maintains a structured change process for the
project scope which account for and follow an approval process for all project
change orders


 


•      On-going contractual
management for project related issues


 

















 


Introduction


 


The “one-time”
Professional Services charge of $[**] will provide Worldspan with a dedicated
Project Management team, having access to the tools and methodologies of our
global Program Management infrastructure, to ensure a seamless and successful
migration to IP.  This scope of work
includes the migration of legacy connections in the European, Middle Eastern /
African, and Asia-Pacific regions as identified in Worldspan’s original RFP.


 


 


	
   

  	
   

  	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Figure 1: SITA’s Global Project Management:  SITA’s
  project management processes and procedures have been tested through 50+
  years of providing wide area network services to the air transport community
  on an unprecedented global scale.

  	
   

  	
   

  



 


SITA is uniquely
positioned to draw upon proven global Program Management expertise, processes,
and operations (see Figure 1) to provide Worldspan with a low risk migration
path to IP.  We will provide the
necessary resources to ensure the successful delivery of quality Wide Area
Network (WAN) services.  Our robust
Program Management plan employs a total quality management approach that
includes:


 


•      Worldspan
not only as the final decision maker but also as an integral member of the
Project Management team


•      A
mutually agreed, realistic and low risk schedule through integrated management
and maintenance


•      Implementation
of Change Management to provide flexibility in accommodating project changes


•      Proactive
Risk Management designed for early identification, assessment, and mitigation
of project risks


•      A
dedicated Customer Satisfaction Manager to ensure the highest level of quality
and Worldspan’s complete satisfaction


 












[**]
- Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 

















 


•      The
use of Project Management experts who have managed and executed programs of
similar size and scope


•      State
of the art communications technology to ensure timely and accurate
communication between the Worldspan and SITA Project Offices


 


Resources


To
support the Worldspan IP Migration, the London-based Project Management team will consist of [at least]
three fully dedicated resources for the duration of the project: one (1) Senior
Project Manager / Project Director and two (2) Project Managers.  These resources will comprise the core of
the “Worldpan IP Migration Project Office,” that will be the Single Point of Contact (SPOC) for all project issues.  This Project Office will be Worldspan’s link
to SITA’s global Program Management infrastructure, described in greater detail
below.  It will be this team’s
responsibility to insure that the migration progresses according to Worldspan’s
and SITA’s mutually agreed objectives.


 

















 


Overview


Presented here is an
overview of SITA’s Project Management approach and a description of the Project
Management processes that will be employed by the Worldspan IP Migration
Project Office to ensure successful project execution.


 


	
   

  	
   

  	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Figure 2: SITA Project Management:  SITA’s
  project management processes and procedures have been developed through 50+
  years of providing IT solutions to the air transport community.

  	
   

  	
   

  



 


SITA has developed
world-class Project Management processes and skills through 50+ years of
providing global telecommunications solutions to the Air Transport Community
(ATC) (see Figure 2).  Our extensive
experience has led us to recognize that Project Management is both an art and a
science.  The science aspect of project
management consists of the systematic utilization of standard tools and
methodologies such as Schedule Management, Change Management, Risk Management,
etc.  SITA Project Managers are
thoroughly trained in the use of these standard tools and methodologies.  The art of Project Management consists of
“soft skills” including trust, credibility, problem solving, and managing
expectations, and is developed through experience, practice, and
intuition.  SITA Project Managers
utilize and refine both skills so they instinctively know how and when to react
to project issues.


 


Project Management Life Cycle


 


SITA employs a
four-phase life cycle project management methodology that has been proven to be
successful over many projects.  The four
major life cycle phases are: 1) Initiating, 2) Planning, 3) Execution, and 4) Closing.  Each phase has well defined activities with
clear entrance and exit criteria.  It is
within this framework that all the controlling processes are implemented.


 

















 


Initiation Phase


The Initiating Phase
includes all activities from project initiation through preparation of detailed
project plans.              Key project
Initiation phase activities include:


 


•      Appointment
of the SITA Project Managers, who have been approved by Worldspan


 


•      Development
of a detailed Statement of Work


 


•      Identification
of project sponsors & stakeholders


 


•      Relationship-building


 


•      Appointment
of a Technical Design Authority


 


•      Development
of a Work Breakdown Structure (WBS).


 


•      Definition
of Customer Acceptance Criteria


 


•      Identification
of Sub-Contractors


 


Planning Phase


The Project Team
develops a high-level project plan focused on the major elements needed to meet
the business objectives during the Planning Phase.  The Project Team then translates the WBS into a schedule, assigns
resources, and establishes timelines for completing project tasks.  The schedule then serves as a key element in
controlling the project.  Nine main
deliverables are produced in this phase:


 


•      Detailed
WBS and Implementation Plan


 


•      Requirements
Definition Document


 


•      Detailed
Technical Solution


 


•      Baseline
Integrated Master Schedule


 


•      Contracts
and Related Documents


 


•      Risk
Management Plan


 


•      Change
Management Plan


 


•      Quality
Plan


 


•      Communication
Plan


 

















 


Execution Phase


The objective of the
Execution Phase is to ensure that each work package delivers the desired
results, in the designated time frame, using the specific resources
allocated.  Continual monitoring of the
Project is required to ensure proper delivery of milestones during the
Execution Phase.  The top-level
Execution Phase milestones include:


 


•      Implement
Project Management Plans


 


•      Schedule


 


•      Risk


 


•      Change


 


•      Quality


 


•      Communications


 


•      Complete
Circuit Installation


 


•      Cutover
and Cutoff / Disconnection of legacy services


 


Closing Phase


The key project
closure activities include:


 


•      Operational
Acceptance


 


•      Administrative
Closure


 


•      Contracts
Close out


 


•      Post
Implementation Review (Lessons Learned)


 


Closure of the
Project is completed through a documented customer signoff procedure.


 

















 


Program Management Infrastructure


 


The SITA Professional
Services Program Management infrastructure provides our resources with the
tools for project management standardization and automation, conduits for
efficient communications, and overall Program and Project Management support as
well as project integration oversight for all of SITA’s network services
projects.


 


This
Program Management infrastructure ensures consistent delivery of network
services projects through the efficient execution of Project Management
standards provided by SITA corporate program management, known as the Global
Project Consultancy team.  These
methodologies are largely based on best practices developed by the Project
Management Institute (PMI).


 


Integrated Project Management Office


Supporting this
infrastructure is the global Integrated Project Management Office (i-PMO).  The i-PMO is the “center of excellence” in
providing a repository for all SITA delivery processes and methodologies, and
is responsible for managing the automated tools and web-based applications for
the Worldspan Project Office to utilize (see the “Tools” section).


 


The i-PMO’s mission
is to ensure that all projects within SITA are conducted to the standards of
excellence and customer satisfaction set forth by SITA management and the
Global Project Consultancy Team.  The
roles of the i-PMO are:


 


•      Knowledge
Management


 


•      Standards
/ Methodology & Procedures Development


 


•      Technology
Selection


 


•      Decision
Support


 


•      Professional
Development


 


•      Continuous
Process Improvement


 


Tools


Project
Web Sites


The Project Information
Portal (PIP) web site provides real-time access through which the Worldspan and
SITA project stakeholders can get up to date project status.  The web pages are built and dedicated to
specific customers and projects.  Each
web site acts as a central project communications interface between SITA
Project Managers and the customer.


 

















 


Depicted below is a
screen shot of what a standard project website looks like (branded for Sabre –
Worldspan would have their own branded web page).  These websites are fully scalable and have greatly enhanced
customer and stakeholder communications in past projects.  The i-PMO has had great success with these
customer-based websites and it has dramatically increased overall customer
satisfaction.


 





 

















 


PMOfficeTM


PMOfficeTM is an
automated project management software tool that is web enabled, accessible via
the Internet and Intranet at http://prompt.sita.aero.  This tool encompasses all aspects of project management, allowing
visibility to Executives, Project Managers, and Team Members on all projects at
the required level.  Its focus is to
provide an efficient mechanism to deliver projects, and provide instantaneous
feedback on current project status, financials, documentation, changes, risks
and issues.


 


It also has embedded
applications for such things as time tracking. 
PMOfficeTM is compatible with Microsoft Project and has the ability to
import and export projects to and from MSProject. It has the ability to be
integrated with other applications to provide a complete view of project
data.  Individual project budgets can be
established at the top level of the project while incurred costs can be
identified or established at the deliverable / task level and rolled up into
the project level.


 


Below is a PMOffice
Screen shot from one of the ongoing Network Services projects.  This particular screen shot provides the
Project Manager (and the rest of the Project team) with a color-coded view of
which tasks are on track, percentage complete, and what the schedule variance
is.  This valuable project data provides
the Project Manager with readily recognizable trouble spots that will allow
them to make proactive decisions to keep the project within budget and on
schedule.


 





 

















 


Project Management Processes


During the lifecycle
of a project the following controlling processes are implemented to ensure the
project is accomplished on time, to the customers requirements, with minimal
risk, and within cost:


 


•      Schedule
Management


 


•      Risk
Management


 


•      Change Management


 


•      Quality Management


 


•      Communication Management


 


These processes are
discussed in detail in the sections below.


 


1.     SCHEDULE MANAGEMENT


SITA will employ
proven Schedule Management methodologies to ensure the on-time delivery of
Worldspan’s IP migration.  Our Schedule
Management approach has been developed through lessons learned from our 50+
years providing network services to the Air Transport Community (ATC).  The two components of our Schedule
Management methodology are Schedule Development and Schedule Control.


 


a.     Schedule Development


SITA’s Schedule
Development methodology is designed to produce a realistic, low risk schedule
that meets the delivery timeframe of each customer.  The creation of an Integrated Master Schedule (IMS) with
sufficient detail to enable the early identification and mitigation of schedule
risks is a key requirement for a successful project.  SITA typically develops an IMS down to the Task Level.  In breaking down the schedule to Task Level,
we are able to identify schedule risks that would otherwise go undetected.  The Worldspan / SITA Project Management team
will review, and revise as appropriate, the proposed schedule during the
planning phase of the project.


 


Schedule Baseline – Once the Project Office and Worldspan project
stakeholders have approved the schedule, it then becomes the baseline.  The baseline schedule is the original
project schedule from which progress will be measured and variances
calculated.  The baseline schedule is
accompanied by a narrative, which describes all scheduling assumptions,
constraints, and risk elements.  After
the schedule has been baselined, schedule control is initiated.


 


SITA will utilize
Microsoft Project to develop, monitor, maintain, and update the IMS, Critical
Path and Slack on a weekly basis throughout the project.  MS Project allows us to continually and
rapidly refine the schedule as needed throughout the course of the 


 

















 


project.  The IMS revisions will be provided to
Worldspan via the channels identified in the Communications Plan.


 


b.     Schedule Control


Schedule control
involves incorporating progress, scope changes, and corrective actions into the
schedule, and reporting progress on a periodic basis.


 


Incorporating
Progress – Project status meetings are conducted with team members to collect
activity status information.  The
schedule is updated and analyzed for variances.


 


Scope Changes – A
schedule change control system will be developed between SITA and Worldspan
that outlines criteria for incorporating schedule changes and approval
requirements.


 


Corrective Actions –
The project team determines whether corrective actions should be incorporated
in the schedule updates.  These may
include revising logic, compressing durations (by adding resources) or revising
milestone completion dates to reflect scope changes.


 


Reporting – The
schedule updates are distributed to the appropriate team members as determined
in the Communications Plan.


 


2.     RISK MANAGEMENT


We have employed an
established Risk Management process to ensure that issues and concerns
identified by SITA and Worldspan will be addressed in a timely and systematic
manner.  The process combines Lessons
Learned from past and ongoing programs with an assessment of program specific
requirements.  Project personnel will
record issues and concerns in the project Risk Register.


 


Proactive
forward-thinking practices are employed to identify and mitigate potential
risks.  The responsibility for Risk
Mitigation is pushed down to the lowest level as each member of the SITA /
Worldspan Project team has a responsibility to, on a daily basis, identify
those items that could possibly affect the successful accomplishment of their
tasks.  The main purpose of the Risk
Management program is for the Project Team to focus on eliminating or reducing
risks and resolving issues as early as possible – before a risk event
occurs.  To enhance the total quality
aspect of the Program Management, Worldspan will be an integral part of the
Risk Mitigation process.  Worldspan’s
input will be solicited for both risk assessment and control.


 


The two principal
components of SITA’s Risk Management methodology are Risk Assessment and Risk
Control.


 


a.     Risk Assessment


The three activities
comprising SITA’s Risk Assessment process are: Risk Identification, Risk
Analysis, and Risk Prioritization.


 

















 


Identification – Risk Identification begins during the conceptual design
phase of the bid process and is performed continually throughout the project
life cycle.  The Project Manager(s)
organize Risk Assessment brainstorming sessions during the bid process before
the project begins.  Internal, as well
as external, sessions are conducted and include network specialists, Account
Team members, implementation staff, and service delivery personnel.  The sessions allow for the cross-functional
identification of deployment / implementation risks, architecture risks, and
business / financial risks.


 


Analysis – During the brainstorming sessions, the team analyzes risks and
assesses the probability of the risk occurring as well as the severity of the
risk.  Once identified and analyzed, the
risk is entered in the Risk Register that is maintained and managed within the
Project Office.


 


Prioritization –
Risks are prioritized based on the rating scores from the Analysis step.  Using the rating scores, risks are compared using
graphical analysis.  This analysis
allows the Project Management Team to objectively compare risks and focus on
those risks that are most likely to occur and those that will have the greatest
impact on the project.


 


b.     Risk Control


To determine the mitigation
strategy, the Project Team brainstorms using a variety of tools including
checklists of risk reduction techniques, cost benefits analysis, and an
analysis of alternative approaches.  The
risk is assigned to an owner, who is primarily responsible for monitoring the
specific activities of the mitigation plan for that particular risk.  The Project Team reviews the alternatives
and reaches consensus on which alternative to pursue.  Once a plan is adopted, appropriate actions are taken to
implement the plan.  A contingency
budget is also established within the Risk Management plan in the event the
initial mitigation strategy is not successful.


 


Risk Management is an
ongoing process throughout the life of the project.  Risk mitigation activities are integrated into the Work Breakdown
Structure and are reviewed during project meetings and planning sessions.  Project Managers are required to review and
update risks under their control on a regular basis.  On-going Risk Management procedures are included in weekly,
monthly and periodic activities.


 


3.     CHANGE MANAGEMENT


Key to SITA’s success
has been the understanding that constant change and increased complexity are
expected in today’s business environment. 
It is often the case that as soon as a business defines its technology
strategies, service strategies, marketing strategies, etc., factors in the
marketplace change requiring these strategies be revisited.  Thus, managing change has become a key
ingredient for today’s successful business.


 


Additionally, doing
business in today’s global marketplace has become increasingly
complicated.  This complexity is related
to a number of factors including the global scope of markets, the sheer size of
the projects being undertaken, and the rate of change of technology, for
example.  Even small decisions often
involve the interplay of hundreds of 


 

















 


variables. 
SITA’s Project Management processes are designed to enable the delivery
of solutions in today’s environment of constant change and increased
complexity.


 


SITA has adopted a
mature and practical approach to Change Management that provides global control
of the project and contract, while allowing Worldspan the flexibility to make
changes to the original plans and deliverables.  Our Change Management process provides vital change request
impact information upfront so that informed decisions are made.  For example, when a change request is
submitted to the Project Office, the impact on cost, schedule, and performance
are assessed and presented to the customer before both SITA and the customer
approve the request.  Without this
upfront impact analysis, Change Management is simply ineffective.


 


It has also been
SITA’s experience that complex Change Management processes are seldom effective
unless the process is rigorously enforced. 
This is especially true in a high-pressure project environment.  For this reason, Change Management is
strictly enforced across all organizations (SITA, the Customer, and
Subcontractors) involved in the project. 
This is in Worldspan’s best interest as it avoids more disruptive and
costly (to Worldspan) situations.  Our
Change Management process described here includes Change Control and Change
Evaluation.


 


a.     Change Control


Requests for Changes
(RFC) are initiated and processed using Change Proposal Forms.  These forms are submitted to the Project
Office and are reviewed by the SITA / Worldspan Project Management Team.  Action to implement the requested change is performed
once both Worldspan and SITA have approved the request for change.  SITA subcontractors are also required to
adhere to this process.


 


b.     Change Evaluation


The Project Team
considers the following to assist the Approval Authority in evaluating the
request:


 


•      Technical
Impact.  Define the technical design
changes that must be carried out to implement the change request. Identify all
WBS elements and work packages affected by the change. If additional resources
are required or if resources must be shifted, the impact on the existing work
package implementation must be shown.


 


•      Budget
Impact.  Identify and analyze projected
financial consequences of making the requested change.  Estimate cost differentials as precisely as
possible.  Include an assessment of the
impact on the Project financials, including costs in the categories of labor,
material, subcontracting, and overhead and other load factors.


 


•      Schedule
Impact.  Identify projected timing
consequences of making the requested change.


 


•      Estimate the effect on the critical path
and attainment of deliverables and major milestones.  Include a assessment of short-term consequences versus


 

















 


impact
on longer-term Project completion.  This
assessment should also identify impacts to any Project dependencies.


 


•      Performance
Impact.  Identify projected customer
satisfaction consequences of making the requested change. Estimate the effect
on attaining technical and administrative requirements.


 


•      Project
Specifications.  Include an assessment
of trade-off between breadth and depth on Project Scope.


 


•      Contractual
Impact.  Identify which clauses in the
contract are affected by the change, and submit proposed contract modification
text for discussion.  If subcontractor
contracts are affected, describe the changes that must be made and the consequences
of those changes.


 


4.     QUALITY MANAGEMENT


SITA’s Quality Management philosophy is based on the theory that quality
is built in, not inspected in.  Customer satisfaction and
quality of service monitoring begin during the Initiation and Planning phase
and continue throughout the “Steady State” phase.  SITA is committed to working closely with Worldspan to document
quality requirements and implement appropriate levels of quality processes and
procedures to achieve mutually agreed standards of performance.


 


A dedicated Customer
Satisfaction Manager will be assigned to the Worldspan IP Migration project to
focus solely on enforcing the established policies, procedures, and processes
ensuring the delivery of quality products and services.  SITA categorizes quality activities into
Planning, Controlling, and Assurance processes.


 


a.     Quality Planning


SITA identifies which
quality standards are relevant to the project and determines how best to
satisfy them.  For Quality Control, SITA
monitors the project results to meet the standards set out in the Planning
process and identifies ways to eliminate the causes of unsatisfactory results.


 


b.     Quality Assurance


For Quality
Assurance, the Customer Satisfaction Manager conducts a structured review of
the Quality Management activities to ensure that the defined project process
flowcharts, methodologies, and checklists are followed.  The reviews are also used to identify
Lessons Learned, and thus refine and improve these activities.  SITA does not categorize the Quality Plan as
separate documents but rather as a set of quality review activities that are
included in the project plan.


 


c.     Quality as a Corporate Value


In the pursuit of a
Total Quality Management organization, SITA has undertaken several initiatives:


 

















 


•      Created
a Customer Relationship Management Division responsible for establishing SITA’s
quality systems and processes to ensure we provide world-class customer service
across our global operations.


 


•      Trained
100 Quality Management Facilitators to serve as internal quality consultants.


 


•      Permanently
established Annual Improvement Planning (in 1990) as an integral part of SITA’s
annual corporate planning process.


 


•      Conducted
an organizational self-assessment in 1998 using a framework derived from the
European Foundation for Quality Management’s Quality Award Model.


 


•      Began
ISO 9000 certification throughout SITA on a progressive basis.


 


A stringent Supplier
Quality Agreement ensures Worldspan that quality is a top priority inside and
outside the SITA organization.  Before
attaining the status of “Preferred Supplier to SITA,” a supplier must meet
specific criteria relating to:


 


•      Quality
of products


•      Quality
of service and logistics


•      Production
capabilities


•      Long-term
support


•      Research
and development investment


•      Financial
assets


 


SITA’s Vendor Evaluation
System measures vendors performance based on the following data:


 


•      Price
evolution


 


•      Business
level per month / year


 


•      Order
acknowledgement delays


 


•      Quantity
of order corrections


 


d.     Focus on the Customer


To ensure customer
satisfaction with SITA’s performance, a Customer Satisfaction Corporate Office
was established to create a Customer Care culture.  SITA’s Corporate Office facilitates the process of “Managing
Total Quality” across the organization by provide the best possible customer
oriented Quality of Service.  This core
objective is embodied in the Quality Policy Statement:


 


•      “Our Quality Policy is to consistently
deliver a service for which performance and Quality equal or exceed that of any
competitor and meet all expectations of the customer world-wide.”


 

















 


5.     COMMUNICATION MANAGEMENT


SITA has established
a communication structure involving state of the art tools to ensure timely and
accurate generation, collection, dissemination, storage and disposition of
project information.  This formalized
structure also provides the critical links among people, ideas and information
that are necessary for success.  Our
Communication Management methodology includes Document Control, Reporting, and
Escalation.


 


a.     Documentation Control


Documentation Control
will be incorporated into every phase of this project. At the beginning of a
project, the Project Manager ensures that the Documentation Management process
is established. The Project Documentation Management Plan will conform to
Worldspan existing policies, and will cover the following:


 


•      Office
software management


 


•      Component
Type Listing


 


•      Standard
Naming Conventions


 


•      Documentation Change Management


 


•      Recording


 


•      Reporting


 


Documentation Control
provides a series of rules and procedures aimed at ensuring that the following
aspects of project management are addressed.


 


Document
Management


SITA maintains a
document management structure.  All
documents will contain a page describing revision history.  Every new printed version is assigned a
different version number.  The first
version released for approval is version 1.0. Prior (draft) versions are
assigned decimal numbers (i.e. version 0.x). Minor revisions are assigned
incremental numbers after the decimal point (e.g. Version 1.1); major revisions
jump to the next whole number (e.g. Version 2.0).  Software applications used to create each document are also
specified.  For example, Word 98, or
Microsoft Project 2000, etc.


 


Deliverable
Management


The Senior Project
Manager / Director approves all Worldspan project contract deliverables for
final release.  This authority may be
delegated to other members of the Project Team.  Once approved, a request for review and approval of a deliverable
will be transmitted through the Senior Project Manager / Director to the
Worldspan Project Director for acceptance. 
Once the deliverable is transmitted and subsequently approved, the
Project Management database is updated accordingly.


 


When combined, these
value propositions will help to ensure that the IP Migration Project will be
delivered on time, in accordance with Worldspan’s requirements, and potentially
result in an earlier realization of overall network services cost savings.


 

















 


Exhibit 10.73


 


ATTACHMENT RC – CHARGES


 


•                       PART I: IP-BASED SERVICE
CHARGES


 


•                       PART
II: CHARGES FOR PROFESSIONAL PROJECT MANAGEMENT SERVICES


 


•                       PART III: CHARGES
FOR EXISTING SERVICES


 


•                       PART IV:
ADDITIONAL PRICING TERMS AND CONDITIONS


 

















 


ATTACHMENT RC – CHARGES


 


PART I: IP-BASED SERVICE CHARGES


 


1.                                      IPVPN,
Managed DSL & Managed ISP


 


1.1                                 Overview.  Charges for IP VPN and Managed DSL are as
set forth in Table 1 of this Part I, Attachment RC – Charges.  Charges for Managed ISP are as described in
Section 1.5.  (All Section references
in this Attachment RC are to sections of a numbered Part of this attachment
unless otherwise noted.)  All charges
are subject to the further terms of this Attachment RC and of the remainder of
the Agreement.  The detailed service
description for each Service is set forth in Attachment SD.


 


1.2                                 Throughput.  Prices in Table 1 are inclusive of worldwide
throughput at the Worldspan Host complex, but only for transmissions associated
with connections specifically identified in Table 1.


 


TABLE
1 – IP VPN and Managed DSL


 


	
  Country

  	
   

  	
  IP VPN 64K

  (includes

  CS 805

  router)

  	
   

  	
  IP VPN

  128K

  (includes

  CS 2610XM

  router)

  	
   

  	
  IP VPN

  256K

  (includes

  CS 2610XM

  router)

  	
   

  	
  IP VPN

  1024K

  (includes

  CS 2610XM

  router)

  	
   

  	
  IP VPN

  2048K

  (includes

  CS 2610XM

  router)

  	
   

  	
  Managed

  DSL

  32K Internet

  32K Intranet

  (includes CS

  827 router)

  	
   

  
	
  Argentina

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Aruba

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Bahamas

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Brazil

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Canada

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  Cayman Islands

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Dominican Republic

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  El Salvador

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
																				



 












[**]
- Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 


2

















 


TABLE
1 – IP VPN and Managed DSL – Cont’d


 


	
  Country

  	
   

  	
  IP VPN 64K

  (includes CS

  805 router)

  	
   

  	
  IP VPN

  128K

  (includes

  CS 2610XM

  router)

  	
   

  	
  IP VPN

  256K

  (includes

  CS 2610XM

  router)

  	
   

  	
  IP VPN

  1024K

  (includes

  CS 2610XM

  router)

  	
   

  	
  IP VPN

  2048K

  (includes CS

  2610XM

  router)

  	
   

  	
  Managed

  DSL

  32K Internet

  32K Intranet

  (includes CS

  827 router)

  	
   

  
	
  Jamaica

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Peru

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Puerto Rico

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Uruguay

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Venezuela

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
																				



 


Notes to Table 1:


(1)                    All rates in Table 1 are fixed for the Term of
the Agreement.


(2)                    All rates are inclusive of the managed router
specified in the column heading (or equivalent as may be supplied by SITA).


(3)                    (i) Intranet Connect connections with
throughput speed of 32kbps and port speed of 64 kbps and in service at the
effective date of the contract, will be charged in accordance with prices
established for 64 kbps IPVPN service set forth in Table 1 upon migration.


(ii)
(Intranet Connect connections with throughput speed of 64kbps and port speed of
128 kbps and in service at the effective date of the contract, will be charged
in accordance with prices established for 64 kbps IPVPN service set forth in
Table 1 upon migration.


(iii)
Intranet Connect connections with throughput speed of 128kbps and port speed of
256 kbps and in service at the effective date of the contract, will be charged
in accordance with prices established for 64 kbps IPVPN service set forth in
Table 1 upon migration.


 


1.3                                 IP VPN.  The
following terms and conditions apply to IP VPN Services supplied under this
Agreement:


 


1.3.1                        IP VPN prices for
64kbps include IPVPN service installation, Local Access monthly rental charges
and Link Service installation and monthly service charges.  The price is not inclusive of the Local Access
installation charge which is passed-through to the customer at cost.


 


1.3.2                        IP VPN prices for
speeds greater than 64kbps include IPVPN service installation and Link Service
installation and monthly service charges. 
The price is not inclusive of Local Access monthly rental charges or the
Local Access installation charge which are passed-through to the customer at
cost.


 


1.3.3                        For IP VPN service, port speed equals
throughput, as described in the Attachment SD.


 


1.3.4                        IP VPN is at SITA’s Gold Quality of Service, as
described in Attachment SD.


 


1.4                                 Managed DSL Access.                     The following terms
and conditions apply to DSL Services supplied under this Agreement:


 


1.4.1                        Managed DSL Access prices are inclusive of
managed DSL connectivity and access to a SITA-provided Internet protocol
services node (“IPSN”), 32 kbps


 












[**]
- Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 


3

















 


average
Intranet throughput per connection at a SITA-provided IP Services node, and 32
kbps average Internet throughput per connection at a SITA-provided IP Services
node.


 


1.4.2                        DSL prices exclude Plain Old Telephone Service
(“POTS”) connections when required
for voice.  POTS line connections, where
applicable, will be passed through to WLP at cost.  Dedicated POTS lines will not be available through SITA in countries
where call barring service is not available. 
Current availability of DSL Services is as summarized in Exhibit 1; this
availability matrix, including information about call-barring availability in
each country where DSL Service is available, will be updated from time to time
upon request to SITA by WLP.


 


1.4.3                        DSL speeds and contention rates may vary by
country and provider.


 


1.4.4                        Coverage limitations apply on the availability
of DSL.  All sites must be pre-qualified
before service can be committed to a specific location.


 


1.5                                 Managed ISP. The following terms
and conditions apply to Managed ISP Services supplied under this Agreement:


 


1.5.1                        Managed ISP prices
are established in accordance with the rules and procedures as set forth below:


 


(a)          Prices will be
developed in accordance with the following formula:


 


Local provider cost to SITA x
[[**]% + $[**] USD.


(Example: If the total
monthly cost to SITA for an ISP connection to SITA is $80. the price from SITA
to the customer will be $[**].  ($80 x
[**]% + $[**])


 


(b)         Any non-recurring
charges assessed by the Managed ISP will be passed through to WLP at cost.


 


(c)          Managed ISP prices are to be fixed by SITA on a calendar year basis, and
are subject to pricing changes effective from January 1st of
each calendar year.


 


(d)         From time-to-time,
the customer may request an updated or modified list for specific countries or
services levels.  SITA will provide the
pricing for such list in accordance with the formula set forth in
Section 1.5.1(a) and will indicate the validity period for such pricing.


 


(e)          SITA will pass
through to WLP all warranties, penalties or other forms of financial
compensation which it receives from a third party ISP in connection with the
Managed ISP Service, as part of the pricing terms associated with the Managed
ISP service.


 


(f)            Indicative pricing
for the Managed ISP Services is set forth in Exhibit 2.  Both the SITA monthly charges and the PTO/ISP
installation charges may not be current as of the Effective Date of this
Agreement.  Such indicative pricing is
included in Exhibit 2 in order to provide general information


 












[**]
- Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 


4

















 


about pricing elements.  Actual pricing quotations for the Managed ISP Service are
available from SITA upon request by WLP and will be subject to the formula set
forth in Section 1.5.1(a) above.


 


5

















 


2.                                       Protocol Translation Solution (Option)


 


2.1                                 Protocol Translation
Solution Standard Monthly Charges. The Protocol Translation Solution Service as
described in Attachment SD is available to customer as an option under this
Agreement at the prices set forth below, provided that customer orders this
Service option on or before 31st December 2004.  If customer orders this Protocol Translation
Solution Service, the following monthly charge applies for a minimum period of
36 months:


 


$ [**] USD per month


 


The above monthly
Service charge covers the following Service Components and is subject to the
terms and conditions below, all in accordance with the project description set
forth in Attachment SD (Service Descriptions):


 


•                       8 Tiger 1000 routers
including all related software development and testing


•                       2 X 512 kbps
connections between patl 443 and patl 444 to CATL 17 and CATL18 and all
required connectivity at SITA Godby Road facility (ATL)


•                       All required
telehousing facilities and equipment at Godby Road location to support 8 Tiger
1000 routers


•                       All installation
charges


•                       SITA Project
Management associated with the project


•                       SITA SC will
coordinate the physical installation if the Tiger units on racks-run
cables,  and power at Godby Rd to
support the Tiger 1000 units


•                       SITA will provide
Worldspan Help Desk support available twenty-four (24) hours a day, 365 days
per year.


•                       It is planned that
trouble tickets will be opened in the standard manner. The GCSC will contact
SITA’s GSC for non-network related troubles. 
The SITA helpdesk (GCSC) will be the single point of contact for all
maintenance and support issues related to the Tiger 1000. The GSC will also
perform the intelligent “catch and dispatch” for a technician on site if
necessary.


•                       SITA will
operationally monitor all Tiger 1000 units


•                       36-month minimum
duration


•                       Validity period for
pricing: The pricing set forth in this Section 2.1 and
Section 2.2 below is valid on the condition that the customer orders the
Protocol Translation Solution Service on or before 31st
December 2004.


 


2.2                                 Incremental Bandwidth
Pricing (Option). The incremental monthly charges set forth in the table below will
apply if WLP opts to upgrade the standard 2 X 512 kbps connections normally
provided as part of the Protocol Translation Solution Services supplied under
this Agreement.


 


INCREMENTAL BANDWIDTH PRICING


 


	
   

  	
   

  	
   

  	
  Data Center  (443/444)

  	
   

  	
  Godby

  	
   

  	
  TOTAL

  	
   

  
	
  Bandwidth per

  connection

  	
   

  	
  per IP

  connection

  	
   

  	
  both

  connections

  	
   

  	
  per IP

  connection

  	
   

  	
  both

  connections

  	
   

  	
  per IP

  connection

  	
   

  	
  both

  connections

  	
   

  
	
  Incremental

  	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  512 kpbs

  	
  1024 kbps

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  512 kpbs

  	
  1536kbps

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  512 kpbs

  	
  2048 kbps

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  



 












[**]
- Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 


6

















 


PART II: CHARGES FOR
PROFESSIONAL PROJECT MANAGEMENT SERVICES


 


1.                                      All Section references in
this Attachment RC are to sections of a numbered Part of this attachment unless
otherwise noted.  All charges are
subject to the further terms of this Attachment RC and of the remainder of the
Agreement.  The detailed description for
professional project management Services to be supplied under this Agreement is
set forth in Attachment PS and the Implementation/Migration Plan is set forth
in Attachment IP.


 


2.                                       In consideration of
SITA’s provision of Professional Project Management Services described in
Attachment PS, WSL (and not WLP) will pay SITA a professional project
management fee equal to $[**]. per month for the initial 12 months under the
separate 2004 Global Telecommunications Agreement between WSL and SITA. This
fee covers three dedicated qualified project managers.  Accordingly, in accordance Attachment PS,
the Project Management Services to be provided to WSL will cover the migration
of those WLP “Americas” connections treated under this Agreement, but no
separate project management fee applies under the present Agreement.


 


3.                                       SITA will use its best commercial efforts and
cooperate with WLP to meet a mutually agreed country migration schedule.  SITA requires WLP to assist in the planning
and migration of sites to the IP solution types contained herein.


 












[**]
- Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 


7

















 


PART III: CHARGES FOR EXISTING SERVICES


 


1.                                      Managed
Data Network Services (MDNS) Airline Line Control (ALC), Synchronous Data Link
Control (SDLC) and X.25/AX.25


 


1.1              Low Speed (up to 19.2
Kbps).All charges are inclusive of Connection, Network Service Installation, Call
attempts, and Link Service. Local Access and/or transmissions may be included
in the listed rate, but only as specified in the table below.


 


	
  Country

  	
   

  	
  Up to
  19.2K

  	
   

  	
  Local
  Access

  	
   

  	
  Transmissions

  
	
  Mexico

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; [**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Puerto Rico

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge excluded;
  Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Antigua

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Barbados

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Bermuda

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Canada

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Unlimited MCMs to the
  US

  
	
  Cayman  Islands

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  French  Antilles

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Dominican Republic

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Trinidad & Tobago

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  St. Marteen

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  British Virgin Islands

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  US Virgin Islands

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge excluded;
  Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Jamaica

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Turks &  Caicos

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Netherlands
  Antilles (Curacao)

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  



 












[**]
- Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 


8

















 


	
  Country

  	
   

  	
  Up to
  19.2K

  	
   

  	
  Local
  Access

  	
   

  	
  Transmissions

  
	
  Argentina

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Brazil

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Columbia

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Panama

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Venezuela

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  El Salvador

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Nicaragua

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Guatemala

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Honduras

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Chile

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Aruba

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Belize

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Peru

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Paraguay

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Bolivia

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Costa Rica

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  



 












[**]
- Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 


9

















 


	
  Country

  	
   

  	
  Up to
  19.2K

  	
   

  	
  Local
  Access

  	
   

  	
  Transmissions

  
	
  Ecuador

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per month
  to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  Uruguay

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  
	
  French Guiana

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per
  month to US; $[**] for each MCM exceeding 10. (see note for MCM calculation)

  



 


Notes to Table immediately
above:


(1)          For
purposes of calculating Million Characters per Month (“MCM”) usage the average MCMs for these
countries in the table above will be used as the MCM usage for each of these
countries.


(2)          Rates
are available through December 31, 2004, after which date service
offerings become subject to rate increases as described in Part 3,
Section 1.10.


 


1.2              [Intentionally
Left Blank]


 


1.3              Default TOPS-based
Discount.  For the SITA Americas Regions
(SITA to provide current country lists per region upon request by WLP), all
other Managed Data Network Services (MDNS) including but not  limited
to Airline Line Control (ALC), Synchronous Data Link Control (SDLC) and
X.25/AX.25 remote connections, Type B Services, Host-to-Host Service
connections, transmissions, speeds or locations not explicitly priced in this
Attachment RC, will be priced per SITA’s Tariff
of Products and Solutions (“TOPS”)
in effect or equivalent standard pricing document less a [**]% discount.


 


1.4              Frame Relay & LAN Access 


 


1.4.1                        General.  The charges set below apply to
Frame Relay and LAN Access Services. 
The fixed monthly charges in Section 1.4.2 – Connection Charges
includes a Frame Relay connection to the SITA network at the Access Speed
specified and PVC at the Transmission Speed specified, SITA install charges and
Link Service.


 


	
  Country

  	
   

  	
  64
  Kbps

  Access

  	
   

  	
  Local
  Access

  	
   

  	
  Transmissions

  
	
  Mexico*

  

  *See Section 1.4.2 below concerning
  duration of this special pricing

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US  8 kpbs
  CIR PVC to the US (optional)

  
	
  Puerto Rico

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US  8 kpbs
  CIR PVC to the US (optional)

  
	
  Bahamas

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US  8 kpbs
  CIR PVC to the US (optional)

  
	
  Antigua

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US  8 kpbs
  CIR PVC to the US (optional)

  
	
  Barbados

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US  8 kpbs
  CIR PVC to the US (optional)

  
	
  Bermuda

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US  8 kpbs
  CIR PVC to the US (optional)

  
	
  Canada

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US  8 kpbs
  CIR PVC to the US (optional)

  



 












[**]
- Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 


10

















 


	
  Country

  	
   

  	
  64
  Kbps

  Access

  	
   

  	
  Local
  Access

  	
   

  	
  Transmissions

  
	
  Cayman  Islands

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US  8 kpbs
  CIR PVC to the US (optional)

  
	
  French  Antilles

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US  8 kpbs
  CIR PVC to the US (optional)

  
	
  Dominican Republic

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US  8 kpbs
  CIR PVC to the US (optional)

  
	
  Trinidad & Tobago

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US  8 kpbs
  CIR PVC to the US (optional)

  
	
  St. Marteen

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US  8 kpbs
  CIR PVC to the US (optional)

  
	
  British Virgin Islands

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the US  8 kpbs CIR PVC to the US (optional)

  
	
  US Virgin Islands

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US  8 kpbs
  CIR PVC to the US (optional)

  
	
  Jamaica

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US  8 kpbs
  CIR PVC to the US (optional)

  
	
  Turks &  Caicos

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge
  excluded; Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US  8 kpbs
  CIR PVC to the US (optional)

  
	
  Netherlands
  Antilles (Curacao)

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge excluded;
  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US  8 kpbs
  CIR PVC to the US (optional)

  
	
  Argentina

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  
	
  Brazil

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  
	
  Columbia

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  
	
  Panama

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  
	
  Venezuela

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  
	
  El Salvador

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  
	
  Nicaragua

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  
	
  Guatemala

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  



 












[**]
- Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 


11

















 


	
  Country

  	
   

  	
  64
  Kbps

  Access

  	
   

  	
  Local
  Access

  	
   

  	
  Transmissions

  
	
  Honduras

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  
	
  Chile

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  
	
  Aruba

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  
	
  Belize

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  
	
  Peru

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  
	
  Paraguay

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  
	
  Bolivia

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  
	
  Costa Rica

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  
	
  Ecuador

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  
	
  Uruguay

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  
	
  French Guiana

  	
   

  	
  $

  	
  [**]

  	
   

  	
  Monthly charge included
  only when SITA node in same city as remote connection;

  Install charge excluded

  	
   

  	
  32 kpbs CIR PVC to the
  US

  



 


1.4.2                        Mexico Frame Relay


 


For Mexico, the Frame Relay
pricing set forth in the table under Section 1.4.1 above will apply
through July 31, 2004.  From
August 1, 2004, the Mexico Frame Relay pricing will revert to pricing
under SITA’s Tariff of Products and Solutions (“TOPS”)
in effect or equivalent standard pricing document and no special discount will apply under the terms of this Agreement;
except that any such Mexico spend at TOPS will contribute to but not
benefit from the


 












[**]
- Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 


12

















 


calculation of the Global Volume Discount in the MDNS
Umbrella (Worldspan Contract number W001712) between Worldspan, L.P. and SITA
s.c. dated 01 April 1997, as amended (known as the “Umbrella
Agreement”).  For greater certainty, the
Parties acknowledge and agree that the “Default TOPS-based Discount” set forth
at Section 1.4.3 does not apply to Mexico Frame Relay.


 


13

















 


1.4.3                        Default TOPS-based Discount


 


All other Frame Relay services, speeds or locations
not explicitly priced in this Attachment RC will be priced per TOPS less a
[**]% discount.


 


1.4.4                        LAN
Access Managed Router Service


 


SITA’s LAN Access service is a fully managed
LAN-to-LAN communications service for linking geographically dispersed local
area networks, LAN Access provides layer two network (Frame Relay or X.25)
integrated with managed routers. Monthly service charge includes a standard
Cisco serial cable.  Any additional
cable required connecting to the Network Terminating Unit (NTU) or similar is
the customer’s responsibility.  Monthly
service charge does not include cabling to connect the LAN Access service
router to the customer’s LAN.


 


The following monthly LAN Access service charges cover
all aspects of the LAN router supply and on-going management inclusive of
Hardware by router type and IP Software. 
Charges are inclusive of SITA installation.


 


	
   

  	
   

  	
  Mexico

  	
   

  	
  All other Americas

  Countries

  	
   

  
	
  CS 805

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  CS
  2610/2620

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  



 


1.4.5                        Handling Charges –
Configuration Changes


 


-  Standard Service (modification handled within one
week)         $[**]


-  Express Service (modification handled within 48
hours)            $[**]


 


1.4.6                        Default TOPS-based Discount


 


All other routers types, interface and service options
relative to the Services to be supplied hereunder but not explicitly priced in
this Attachment RC will be priced per TOPS less a [**]% discount.


 


-Costs associated with Local
Access Install and ISDN Backup will be charged separately.


 


-Where WLP requires an Access
Provider not selected by SITA, Local Access circuit rental charges and any
additional charges to connect to the WLP selected Access Provider shall be
charged separately to WLP in addition to the rates below.


 


1.5            Intranet
Connect


 


1.5.1                        Intranet Connect
Existing Connections


 


Existing Intranet Connect connections are defined to mean those connections in
service at the time of the Effective Date of this Agreement.


 












[**]
- Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 


14

















 


Existing
Intranet Connect connections with throughput speed of 32kbps and port speed of
64 kbps will be charged in accordance with prices established for 64kbps IPVPN
service set forth in Table 1.


 


Intranet
Connect connections with throughput speed of 64kbps and port speed of 128 kbps
and in service at the effective date of the contract, will be charged in
accordance with prices established for 64 kbps IPVPN service set forth in Table
1 upon migration.


 


Intranet
Connect connections with throughput speed of 128kbps and port speed of 256 kbps
and in service at the effective date of the contract, will be charged in
accordance with prices established for 64 kbps IPVPN service set forth in Table
1 upon migration.


 


These
prices is inclusive of service installation, Local Access monthly rental
charges and Link Service installation and Link Service monthly service
charges.  The price is not inclusive of
the Local Access installation charge which is passed-through to the customer at
cost.


 


1.5.2                        Default TOPS-based
Discount


 


All other Intranet Connect services, speeds or
locations not explicitly described and priced above in this Attachment RC will
be priced per TOPS less a [**]% discount.


 


Intranet Connect is not available to the customer for
new connections or new service.


 


1.6            ISDN
and PSTN Dial Back-Up


 


Default TOPS-based Discount


All ISDN and PSTN Dial back-up services will be priced
per TOPS less a [**]% discount.


 


1.7            [**]


 


 


1.8            Carry
Forward of In-Service Period.


 


The In-Service Period for any and all Service
Components in existence on or before the Effective Date shall be measured from
the date such Service Components were originally


 












[**]
- Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 


15

















 


installed (i.e., execution
of this Agreement does not restart the In-Service Period for existing
connections).


 


16

















 


1.9            General
Provision: Pricing Changes during Term.


 


Charges for Services covered under this Part III of
Attachment RC will be increased by [**]% over the above Charges, commencing
January 1st 2005, and at each January 1st from
that point through the expiration of this Agreement, except for those items
charged at TOPS or TOPS  less [**]%.


 












[**] - Confidential treatment requested for redacted
portion; redacted portion has been filed separately with the Commission.


 


17

















 


PART IV: ADDITIONAL
PRICING TERMS AND CONDITIONS


 


1.                                       General.                 The following terms
and conditions apply to the Services supplied under this Agreement:


 


1.1                                             All pricing provided
under this Agreement is made available to WLP in consideration of its
commitment to fulfil the Preferred Provider Commitment (Section 2.3 of the
General Terms and Conditions of this Agreement) and subject to the following
additional pricing terms and conditions (except to the extent otherwise specifically
excluded).


 


1.2                                             Prices are based upon the WLP-provided forecast
of connections and throughput requirements by country, as set forth in
Attachment WF.  Accordingly, as a
material requirement under this Agreement, WLP shall migrate at least [**]% of
its forecasted connections to IP VPN and SITA reserves the right to revise its
pricing in keeping with prevailing market conditions if WLP fails to a material
extent to work towards and carry out such migration.


 


1.3                                             Prices are inclusive of predefined Intranet
bandwidth requirements from the WLP Owned agency locations into WLP’s Data
Center facilities in Atlanta, Georgia, USA. (see attachment SD) Atlanta OC-12
facilities and corresponding CPE remain under a separate contract and are not
covered herein.


 


2.                                       Minimum Duration and
Cancellation Requirements – SITA Services.


 


2.1                                 For all SITA-supplied Services hereunder, a
minimum 12 consecutive month connection period is required for each new
connection, except for MDNS connections which have a three consecutive month
minimum connection period.


 


2.2                                 If customer terminates a connection before the
minimum connection period is met, WLP shall pay to SITA a lump sum equivalent
to the Service charges for the remaining part of the minimum duration
requirement.


 


2.3                                 The full SITA minimum
duration requirements as described in this Section 2 will not apply to
those connections that are replaced by higher speed connections of the same
Service type.  However, at commencement
of the higher speed service, the time of service incurred by the replaced
connection will be used to contribute to the satisfaction of the minimum
duration requirement for the new Service.


 


2.4                                 Cancellation of a connection requires one
month’s notice.  Charges will apply from
the date SITA receives the cessation request for a period of one month or until
the requested cessation date, if this is later than 30 days from the cessation
received date.  WLP agrees to use
reasonable efforts to provide SITA at least a 60-day notice of cancellation of
a connection by sending all cessation requests as early as possible. The
one-month notice requirement will not apply to those connections being migrated
from existing Services to the IP-based Services or upon upgrading of a given
Service.


 


18


 












[**] =
Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.

















 


2.5                                 In accordance with Section 4 (Access Lines and
Other PTO Charges) below (and
separate from any SITA Service minimum duration requirement) any applicable
Access Line minimum duration charges or penalties (or equivalent) will be
passed through to Customer.   SITA will
advise WLP of any PTO minimum duration exceeding 12 months prior to placing any
Access Line order or other PTO order affected by such minimum duration.


 


3.                                       Waived SITA
Installation Charges.


 


Where
specified, SITA Service Installation charges are waived as long as customer
meets the applicable minimum duration requirement for the connection.  If any connection is terminated before a
minimum duration period is met (See Section 2 above), customer will
reimburse SITA for the services charges (as defined in Section 2 above)
and previously waived installation charges.


 


4.                                                                                                                                                                                 Access Lines and
Other PTO Charges.


 


Unless specified otherwise in this Agreement, all
Access Line installation, removal, monthly rental charges and any other PTO
charges applicable to WLP will be passed through to WLP by SITA at cost.  SITA will advise WLP of any PTO minimum
duration exceeding 12 months prior to placing any Access Line order or other
PTO order affected by such minimum duration.


 


5.                                       Umbrella Agreement
Global Volume Discount.


 


All revenue billed pursuant to this Agreement will
contribute to, but not benefit from, the calculation of the Global Volume
Discount in the MDNS Umbrella (Worldspan Contract number W001712) between
Worldspan, L.P. and SITA s.c. dated 01 April 1997, as amended (known as
the “Umbrella Agreement”).   For greater certainty, the Parties
acknowledge and agree that any pricing which involves a discount off of TOPS
under this Agreement is not be eligible for any further discount under the
“Umbrella Agreement”.  Example: 
The TOPS less [**]% discount referred
to at Section 1.3 of Part III (Default TOPS based discount allows for a
total [**]% discount off of TOPS but does NOT allow for a [**]% under this
Agreement plus a further [**]% under the “Umbrella Agreement”.


 


6.                                                                                                                                                                                                                                                        Quick Start.


 


WLP and SITA shall establish an appropriate
installation interval for the Service Component (i.e., the Committed Delivery Date).  In the event that SITA fails to meet the
Committed Delivery Date (i.e., there
is a Delay), and upon request by WLP, SITA shall install a “Quick Start”
connection (i.e. a dial solution)
where available within five (5) Business Days, at SITA’s expense.


 












[**]
- Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 


19

















 


7.              In-Scope Regions for
Preferred Provider Commitment (Section 2.3 of General Terms and
Conditions).


 


The Parties agree that the “In Scope Regions” relative to the Preferred Provider
Commitment (Section 2.3 of General Terms and Conditions) includes all
countries and other geographical areas referred to in this Attachment RC,
subject to the following exceptions, which result from pre-existing contractual
obligations to third-party suppliers, an absence of in-country business for WLP
(i.e. incidental or new markets) and other specific local conditions including
PTO, regulatory and special pricing considerations:


 


(a)                                  Argentina


(b)                                 Aruba


(c)                                  Australia


(d)                                 Brazil


(e)                                  Canada


(f)                                    China


(g)                                 Egypt


(h)                                 El Salvador


(i)                                     Hong Kong


(j)                                     India


(k)                                  Kuwait


(l)                                     Mexico


(m)                               Philippines


(n)                                 New Zealand


(o)                                 Peru


(p)                                 Russia


(q)                                 Saudi Arabia


(r)                                    South Africa


(s)                                  Spain


(t)                                    Turkey


(u)                                 USA


(v)                                 Venezuela


 


For the above excluded countries, (i) WLP will advise
SITA if there is an opportunity to bid on communications services in support of
WLP in a listed country; and (ii) WLP may order Services under the terms and
conditions and at the pricing provided in this Agreement, however such orders
will not be considered in the calculation of the Preferred Provider Commitment
(Section 2.3 of the General Terms and Conditions).  Upon mutual agreement, the above list of
excluded countries may be reduced from time to time by a signed amendment to
this Agreement.


 


8.                                                                                                                                                                                                                       Effectiveness of
Pricing.


 


All pricing in this Attachment RC will take effect
upon the first day of the first full calendar month following execution of this
Agreement.


 


20

















 


EXHIBIT 1 TO ATTACHMENT RC


 


MANAGED DSL AVAILABILITY MATRIX


 


	
  Country

  	
   

  	
  Country / Carrier

  	
   

  	
  Brand Name

  	
   

  	
  Speed

  	
   

  	
  POTS Line Ordering

  Responsibility (indicated as

  WLP where there is no call

  barring availability in a country)

  	
   

  	
  Router (Always On)

  
	
  Brazil

  	
   

  	
  GVT/Telecom/ 
  Telefonica

  	
   

  	
  DSL

  	
   

  	
  256K/128K

  	
   

  	
  SITA

  	
   

  	
  CS831

  
	
  Canada

  	
   

  	
  Bell Nexxia

  	
   

  	
  Turboline Office

  	
   

  	
  1500K/340K

  	
   

  	
  SITA

  	
   

  	
  CS827

  



 


21

















 


EXHIBIT 2 TO
ATTACHMENT RC

INDICATIVE MANAGED ISP PRICING


 


NOTE: INDICATIVE PRICING FOR
MANAGED ISP SERVICES IS SET FORTH IN THE TABLE BELOW.  BOTH THE SITA MONTHLY CHARGES AND THE PTO/ISP INSTALLATION
CHARGES MAY NOT BE CURRENT AS OF THE EFFECTIVE DATE OF THE AGREEMENT.  THE BELOW PRICING IS INCLUDED IN THIS
EXHIBIT 2 IN ORDER TO PROVIDE GENERAL INFORMATION ABOUT PRICING ELEMENTS.  ACTUAL PRICING QUOTATIONS FOR THE SITA
MANAGED ISP SERVICE ARE AVAILABLE FROM SITA UPON REQUEST BY WLP.


 


	
  Countries

  	
   

  	
  Speed

  Dowstream/Upstream

  in Kbps

  	
   

  	
  Charges - WLP/Customer

  	
   

  	
  Coverage

  	
   

  	
  Install Charges

  	
   

  	
  SITA

  Monthly

  $USD

  
	
  Argentina

  	
   

  	
  512/128

  	
   

  	
  Service charged to WLP. Customer orders and pays for
  POTS line

  	
   

  	
  5/18 areas: Buenos Aires,
  Gran Buenos Aires, La Plata, Pilar

  	
   

  	
  379 ARS

  	
   

  	
  $

  	
  [**]

  
	
  Argentina

  	
   

  	
  512/128

  	
   

  	
  Service charged to WLP. Customer orders and pays for
  POTS line

  	
   

  	
  7/18 areas: Mar del Plata,
  Mendoza, Neuquen, Bahia Blanca, Bariloche, Tandil, San Juan

  	
   

  	
  379 ARS

  	
   

  	
  $

  	
  [**]

  
	
  Bahamas

  	
   

  	
  512/512k

  	
   

  	
  N/A - Service delivered on cable TV connection

  	
   

  	
  New Providence, Grand Bahama

  	
   

  	
  R70

  	
   

  	
  $

  	
  [**]

  
	
  Bahamas

  	
   

  	
  1536/1536k

  	
   

  	
  N/A - Service delivered on cable TV connection

  	
   

  	
  New Providence, Grand Bahama

  	
   

  	
  R70

  	
   

  	
  $

  	
  [**]

  
	
  Brazil

  	
   

  	
  256/128

  	
   

  	
  Service charged to WLP.

  	
   

  	
  1/27 State : San Paulo

  	
   

  	
  R287.96

  	
   

  	
  $

  	
  [**]

  
	
  Brazil

  	
   

  	
  512/128

  	
   

  	
  Service charged to WLP.

  	
   

  	
  1/27 State : San Paulo

  	
   

  	
  R287.96

  	
   

  	
  $

  	
  [**]

  
	
  Brazil

  	
   

  	
  256/128

  	
   

  	
  Service charged to WLP.

  	
   

  	
  11/27 States : Alagoa, Bhaia,
  Espirito Santo, Maranhao, Minas Gerais, Para, Paraiba, Pernanbuco, Piaui, Rio
  Grande do Norte, Sergipe

  	
   

  	
  R241

  	
   

  	
  $

  	
  [**]

  
	
  Canada

  	
   

  	
  1.5M/?k

  	
   

  	
  Service charged to WLP. Customer orders and pays for
  POTS line

  	
   

  	
  Bell Canada territory (Qc & Ont.)

  	
   

  	
  225 CDN

  	
   

  	
  $

  	
  [**]

  
	
  Canada

  	
   

  	
  3M/640k

  	
   

  	
  Service charged to WLP. Customer orders and pays for
  POTS line

  	
   

  	
  Bell Canada territory (Qc & Ont.)

  	
   

  	
  225 CDN

  	
   

  	
  $

  	
  [**]

  
	
  Chile

  	
   

  	
  2048/256

  	
   

  	
  Service charged to WLP.

  	
   

  	
  Antofagasta, La Serena, Viña del Mar,
  Valparaiso, Rancagua, Talca, Concepcion, Temuco, Santiago

  	
   

  	
  79342 PESO

  	
   

  	
  $

  	
  [**]

  
	
  Dominican Republic

  	
   

  	
  256k/256k

  	
   

  	
  Service charged to WLP. Customer orders and pays for
  POTS line

  	
   

  	
  Main cities

  	
   

  	
  8,400.00 DOP

  	
   

  	
  $

  	
  [**]

  
	
  Dominican Republic

  	
   

  	
  768k/512k

  	
   

  	
  Service charged to WLP. Customer orders and pays for
  POTS line

  	
   

  	
  Main cities

  	
   

  	
  8,400.00 DOP

  	
   

  	
  $

  	
  [**]

  
	
  El Salvador

  	
   

  	
  128/128k

  	
   

  	
  Service charged to WLP.

  	
   

  	
  Most of the country. Service is provided over
  Private Line.

  	
   

  	
  300 USD

  	
   

  	
  $

  	
  [**]

  



 


 


22


 












[**] =
Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.

















 


NOTE: INDICATIVE PRICING FOR
MANAGED ISP SERVICES IS SET FORTH IN THE TABLE BELOW.  BOTH THE SITA MONTHLY CHARGES AND THE PTO/ISP INSTALLATION
CHARGES MAY NOT BE CURRENT AS OF THE EFFECTIVE DATE OF THE AGREEMENT.  THE BELOW PRICING IS INCLUDED IN THIS EXHIBIT
2 IN ORDER TO PROVIDE GENERAL INFORMATION ABOUT PRICING ELEMENTS.  ACTUAL PRICING QUOTATIONS FOR THE SITA
MANAGED ISP SERVICE ARE AVAILABLE FROM SITA UPON REQUEST BY WLP.


 


	
  Countries

  	
   

  	
  Speed

  Dowstream/Upstream in Kbps

  	
   

  	
  Charges - WLP/Customer

  	
   

  	
  Coverage

  	
   

  	
  Install Charges

  	
   

  	
  SITA

  Monthly

  $USD

  
	
  El Salvador

  	
   

  	
  512/512k

  	
   

  	
  Service charged to WLP.

  	
   

  	
  Most of the country. Service is provided over
  Private Line.

  	
   

  	
  300 USD

  	
   

  	
  $

  	
  [**]

  
	
  Grand Cayman

  	
   

  	
  768/128k

  	
   

  	
  Service charged to WLP.

  	
   

  	
  Main cities

  	
   

  	
  819 CID

  	
   

  	
  $

  	
  [**]

  
	
  Grand Cayman

  	
   

  	
  1544/256k

  	
   

  	
  Service charged to WLP.

  	
   

  	
  Main cities

  	
   

  	
  819 CID

  	
   

  	
  $

  	
  [**]

  
	
  Jamaica

  	
   

  	
  768/128k

  	
   

  	
  Service charged to WLP.

  	
   

  	
  Main cities

  	
   

  	
  419 USD

  	
   

  	
  $

  	
  [**]

  
	
  Jamaica

  	
   

  	
  1544/256k

  	
   

  	
  Service charged to WLP.

  	
   

  	
  Main cities

  	
   

  	
  519 USD

  	
   

  	
  $

  	
  [**]

  
	
  Peru

  	
   

  	
  256/128

  	
   

  	
  Service charged to WLP. Customer orders and pays for
  POTS line

  	
   

  	
  Lima

  	
   

  	
  250 USD

  	
   

  	
  $

  	
  [**]

  
	
  Peru

  	
   

  	
  512/128

  	
   

  	
  Service charged to WLP. Customer orders and pays for
  POTS line

  	
   

  	
  Lima

  	
   

  	
  314 USD

  	
   

  	
  $

  	
  [**]

  
	
  Puerto Rico

  	
   

  	
  256/128k

  	
   

  	
  Service charged to WLP.

  	
   

  	
  Main cities

  	
   

  	
  250 USD

  	
   

  	
  $

  	
  [**]

  
	
  Puerto Rico

  	
   

  	
  512/128k

  	
   

  	
  Service charged to WLP.

  	
   

  	
  Main cities

  	
   

  	
  250 USD

  	
   

  	
  $

  	
  [**]

  
	
  Uruguay

  	
   

  	
  128/128

  	
   

  	
  Service charged to WLP.

  	
   

  	
  All main cities in country

  	
   

  	
  $U 0.00

  	
   

  	
  $

  	
  [**]

  
	
  Uruguay

  	
   

  	
  512/512

  	
   

  	
  Service charged to WLP.

  	
   

  	
  All main cities in country

  	
   

  	
  $U 0.00

  	
   

  	
  $

  	
  [**]

  
	
  Venezuela

  	
   

  	
  768/256

  	
   

  	
  Service charged to WLP. Customer orders and pays for
  POTS line

  	
   

  	
  Caracas and eleven regional cities including
  Maracaibo, Puerto la cruz, Puerto ordaz, Maracay, Valencia, Merida, San
  cristobal, Barinas, Puerto cabello

  	
   

  	
  267400 BOLIVAR

  	
   

  	
  $

  	
  [**]

  
	
  Venezuela

  	
   

  	
  1536/512

  	
   

  	
  Service charged to WLP. Customer orders and pays for
  POTS line

  	
   

  	
  Caracas and eleven regional cities including
  Maracaibo, Puerto la cruz, Puerto ordaz, Maracay, Valencia, Merida, San
  cristobal, Barinas, Puerto cabello

  	
   

  	
  267400 BOLIVAR

  	
   

  	
  $

  	
  [**]

  



 


— End of
Attachment RC —


 












[**]
- Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 


23

















 


 


ATTACHMENT SD -

SERVICE DESCRIPTIONS


 


IP-VPN SERVICE


 


IP-VPN is SITA’s managed IP solution, providing scaleable,
any to any, high quality, secure, IP access worldwide. IP-VPN provides a
platform for secure internetworking services. 
IP-VPN builds a Virtual Private Network (VPN) for a customer based on
shared MPLS infrastructure within the SITA network and dedicated infrastructure
at customer site(s).


 


The dedicated infrastructure comprises:


 


•                       Cisco CE (Customer
Edge) router.


 


•                       Cisco IOS software
running on the CE router.


 


IP-VPN is delivered over SITA’s IP Global Network (IGN).  IP-VPN provides all the flexibility and
accessibility of the public Internet without the disadvantages of poor service
quality, no end-to-end management and weak security. SITA are responsible for
design, build and management of the customer VPN. 


 


IP-VPN service elements include:


 


•                       Provisioning,
configuration and maintenance of CE routers.


 


•                       Provisioning of the
IP port and leased line that connects the CE to the closest SITA point of
presence.


 


•                       Configuration,
maintenance and management of CE router and IOS.


 


•                       Customer access to
intranet information via web-based tools: Web-vision and TT-vision.


 


•                       Comprehensive
end-to-end SLAs.


 


IP-VPN Features include:


 


•                       Choice of Silver,
Gold and Platinum service


 


•                       Classification and
prioritization of traffic through Class of Service (Gold and Platinum only)


 


•                       Network convergence
integrating data with voice, video (Platinum only)


 


•                       Optional mission
critical designs


 


•                       Multi-protocol
support


 


24

















 





 


25

















 


MANAGED
DSL (IPSN)


 


IP Service Node (IPSN)


 


SITA’s IP Service Node (IPSN) service provides a
customer with the ability to securely access its corporate Intranet using new
access methods including DSL access. 
Key Service features include:


 


•                       two-way access to IP-VPN


 


•                       the ability to access the Internet via the IPSN, which means the traffic
does not transit the Intranet 


 


•                       basic firewall functionality for DSL-connected sites.


 





 


Service
availability is subject to local technical and regulatory conditions.


 


26

















 


MANAGED ISP (INTERNET SERVICE PROVIDER)


 


Managed ISP (Internet
Service Provider) Service
involves SITA coordinating on behalf of Customer ISP services in selected
countries.  Key Service features
include:


 


•                       contract management


•                       provisioning


•                       billing


•                       ordering


•                       fault management for
Worldspan


 





 


Service
availability is subject to local technical and regulatory conditions.


 


27

















 


Airline Protocol
Services


Airline Protocol Services support a number of airline
specific communications protocols. The traffic supported falls into two groups
- transactional (Type A) and messaging (Type B). Airline Protocol Services
support both Type A terminal-to-host 
and Type A host-to-host traffic, and messaging traffic for Type B hosts
or Type B network messaging systems. The following legacy ALPS protocols are
presently supported by SITA though in the process of being phased out:


•                  P1024B/C 


•                  P1x24 


•                  AX.25 


•                  EMTOX 


 


SNA Services


SITA supports a range of SNA services for IBM hosts
and terminal equipment. These services provide the SNA links between SNA hosts
(PU5), communications controllers (PU4), cluster controllers (PU2) and special
nodes such as PU2.1 and LU6.2. The following SNA services are supported by SITA
(many of these are also being phased out):


•                  SDLC Direct Access 


•                  X.25 QLLC 


•                  SNA Dial Access 


•                  SNA Token Ring 


•                  IBM mainframe
attachment (CIP)


 


Type B Messaging
Services


SITA’s
Type B Messaging Service is a high performance, high availablity and
feature-rich message switching service which allows customers, with one
connection to the SITA Network, to exchange electronic messages with their
business partners worldwide. It is a vital messaging service for over 700
companies in the air transport industry, including all the world’s leading
airlines, which use the IATA Type B messaging standard for mission-critical
applications such as flight operations and bookings. SITA’s Type B messaging
has evolved over 50 years to become one of the world’s largest, fastest and
most reliable messaging services.  


 


The
airline industry has for many years relied on international electronic message
exchange for all aspects of its operations. The IATA Type B messaging standard
was developed specifically to serve these needs, and is used by all airlines
and many related businesses including CRSs, cargo carriers, hotels, ground
handlers, airport authorities and express freight handlers for mission-critical
applications as diverse as booking seats, tracking cargo and issuing flight
plans.


 


SITA’s
Type B Messaging Service is the world leader in airline messaging.  It supports the largest Type B messaging
community and regularly handles over 10 million messages a day with a long and
enviable track record of high performance and reliability.


 


With
one connection to the  SITA Network,
Type B customers can communicate with:


 


•                       any other member of
the SITA Type B community 


 


•                       Global Messaging
Services’ X.400 customers


 


28

















 


•                       Global Messaging
Services’ SMTP gateway customers


 


•                       public Internet users


 


•                       users of the
Aeronautical Fixed Telecommunications Network (AFTN)


 


•                       users of other third
party messaging services (including GEIS, AT&T, IBM, MCI and many others)


 


•                       fax and telex users
worldwide


 


The
following diagram shows an overview of the Type B Messaging Service and how it
is positioned in relation to the other messaging services.


 





 


29

















 


Frame Relay Access


 


High performance networking


 


The Frame Relay Access Services provides a high-speed
data networking service for the interconnection of geographically dispersed
Local Area Networks (LANs) and IBM environments.


 


The
Frame Relay Access service provides sophisticated bandwidth management
capabilities, allowing the service to be tailored to the requirements of
individual sites.  It includes the
creation of a Permanent Virtual Circuit between two sites, across the SITA
network, through an allocated bandwidth level: this Committed Information Rate
(CIR) is the network bandwidth capacity that we commit to provide to you on our
Network.  The ability to burst above CIR
is provided to you through the Excess Information Rates (EIR), depending on the
remaining availability of the network. 
All data in excess of the CIR will be marked as Discard Eligible and may
be discarded by the system in case of network congestion.


 


Frame relay is transparent to the higher-level LAN
protocols used, such as TCP/IP, Novell IPX, DECNET or NETBIOS.


 


Typical applications


 


The
Frame Relay Access service is ideal for both LAN interconnection and
communications between IBM host systems:


 


•                  LAN
interconnection: Applications of frame relay in LAN environments include:


 


•                  Client/server
communications


•                  Terminal-to-host
applications


•                  E-mail applications


•                  Mixed media
applications


 


•                  IBM
communications: The combination of frame relay’s streamlined implementation and the
sophisticated flow-control and error handling systems of SNA provide a highly
effective solution for IBM host-to-host communications.


 


Key service features


 


•                  Flexible
access: Frame relay compatible LAN routers, IBM front end processors (frame
relay compatible).


•                  Flexible
bandwidth management: Depending on the location, CIRs of up to 2Mbps can be
pre-selected between each pair of locations.


•                  Support
for traffic bursts: Ability to send bursts of user data at up to 150% of
CIR for continuous periods, and, subject to availability of bandwidth, up to
access speed for instantaneous bursts.


 


Service
availability is subject to local technical and regulatory conditions.


 


30

















 


LAN ACCESS


 


Creating and managing
global LAN communities


 


The LAN Access service provides a communication
service for the interconnection of globally dispersed Local Area Networks
(LANs).


 


Our LAN Access service consists in installing,
managing and maintaining routers on your premises and providing wide area
connectivity with speeds of up to 2 Mbps, depending on the location.  Connectivity is provided through either X.25
or Frame Relay protocols.


 


This, combined with high availability, widespread
access locations and support of common LAN protocols such as TCP/IP and IPX,
means that we offer you the service that match your LAN interconnect
requirements.


 


LAN Access service employs router equipment from Cisco
systems.


 


Typical
applications


 


LAN Access is suitable for most of today’s data
communication applications that involve the transfer of information between
LANs:


 


•                  Client/server
environments: Enabling LAN users to access remote database servers and print documents
across the network.


•                  Transaction
processing: Consolidating access to traditional mainframe based applications.


•                  High-speed
file transfer and multimedia: Supporting CAD/CAM and other applications requiring
high bandwidth.


•                  LAN
Access Internet Gateway: If necessary,  a
LAN Access Internet Gateway option is available, allowing corporate LAN users
to access Internet facilities.


 


Key service features


 


•                  Multiple
access speeds: From 19.2Kbps to 2Mbps, depending on location and frame relay Committed
Information Rate (CIR) support (suitability depends on LAN application and
location).


•                  Multiple
LAN protocol support: TCP/IP, Novell Netware, DECnet, Source Route Bridging,
Transparent Bridging and Banyan Vines.


•                  Flexible
implementation: Can be tailored using multiple service options.


•                  Integrated
routing: Route re-distribution into routing protocols OSPF, EIGRP, IGRP & RIP
on your LAN.


•                  LAN
router management: Turnkey service including design, installation,
testing, configuration, software maintenance, hardware maintenance and
pro-active management.


•                  Official
IP addresses:  We only provide official IP addresses
with the LAN Access service.


 


31

















 


Options


 


The LAN Access service offers four service options
that enhance the service functionality:


 


•                  Mission-critical
sites: 


•                  Fault tolerant
networks can be configured with active Permanent Virtual Circuits (PVCs) for
load sharing and resilience, or with an alternative path (shadow PVCs) for a
more cost effective solution.


•                  Dual router
configurations ensure that key sites are always available.


 


•                  X.25/Frame
Relay Gateway: The LAN Access service can be integrated into WANs over X.25 or frame
relay giving integrated cost-effective solutions.  Using the X.25/Frame Relay Gateway gives any-to-any connectivity
without the need to provide a private gateway for the Virtual Private Network
(VPN).


 


•                  LAN
Access Internet Gateway: 


•                  Simple Internet
access for enterprise  networks
integrated with the LAN Access service, which provides reliable connectivity to
the Internet from within a multi-protocol corporate network.


•                  We employ filtering
and anti-spoofing techniques (used to detect unauthorized users mimicking
authorized addresses) at the Internet Gateway. 
However, we cannot guarantee the integrity of used or data coming from
the Internet and we would strongly recommend that you use a firewall between
your VPN and the VPN gate router (The VPN gate router is the LAN Access service
router designated as the customer access point to the LAN Access Internet
Gateway).


 


Service
availability is subject to local technical and regulatory conditions.


 


32

















 


X.25 DIRECT ACCESS
SERVICE


 


Reliable global networking


 


X.25 Direct Access service is based on the
telecommunications standard defined in 1988 by the ITU-T in its “Recommendation
X.25 for Interface Between Data Terminal Equipment (DTE) and Data
Circuit-Terminating Equipment (DCE) for terminals operating in the packet mode
and connected by dedicated circuits to Public Data Networks”.


 


X.25 Direct Access offers access speeds of up to
256kbps.


 


X.25 Direct Access provides a local connection into
one of SITA’s global access locations using Local Access Lines. The
international X.25 standard protocol contains a corruption-free delivery
feature which contributes to the reliability of this Service.


 


Typical applications


 


X.25 Direct Access is ideal for many communications
applications


 


•                  Terminal-to-host: X.25 Direct Access
supports:


•                  Remote order entry
systems


•                  Computer Reservation
Systems


•                  Mobile users


X.25 Direct Access can be used in conjunction with
X.28 Dial Access for terminal access.


 


•                  Host-to-host:


•                  Transferring
accounting records from regional offices to headquarters


•                  Electronic mail


•                  Corporate MIS
applications.


 


•                  PC-to-PC: PCs can connect to
remote Local Area Networks (LANs) to exchange files and electronic mail.


 


Key service features


 


Multiple access speeds: depending on the
location from 4.8kbps to 256kbps.


 


International standard: ITU-T 1984, and 1988,
compliance.


 


Simultaneous user support: up to 1024 logical
channels per link.


 


Packet size negotiation: to maximize
throughput for particular applications.


 


33

















 


Options:


 


Higher Security: you may ask for our
Closed User Groups feature, which provides for call barring and call restrictions.


 


Improved availability: if you wish to
improve the availability of the Service, dial back up of Local Access Lines is
available.


 


Quick Start Option: this option uses
temporary dial-up connections to offer network access prior to the availability
of leased lines.


 


Service availability is subject to
local technical and regulatory conditions.


 


34

















 


SERVICENET (HOST-TO-HOST,
WORLDSPANVENDOR)


 


Description:


 


ServiceNet is a
network architecture, based on the IP-VPN IP Global Network (IGN).  Each ServiceNet (WorldspanVendor being one
ServiceNet) is an extranet (multi-customer IP network) with a client-server
architecture giving a number of customers (clients\end users) access to
remotely hosted applications/services.


 


In order to access
a service the client must first be authorized to use that service by the
service provider.  The IP access is then
configured so that the client access is restricted to specific service
provider(s).  No client-to-client
communication is permitted.


 





 


ServiceNet shares many of the features of IP-VPN.  The main exception is the “many-to-one”
architecture of ServiceNet versus the “any-to-any” networking of IP-VPN.  Client to client access is specifically
restricted for security reasons. 
Consequently the size of the ServiceNet community is transparent to the
client\end users.


 


35

















 


Service elements:


 


ServiceNets are
always composed of 2 elements:


 


1)                                      SITA IP Access


 


Connection options: IP-VPN, Intranet Connect, AeroNet,
LAN Access or Frame Relay.


 


Gateways enable access for LAN Access, Frame Relay and
Intranet Connect (IPNET) customers.


 


The preferred connection option is IP-VPN or Intranet
Connect.


 


Access from existing customer intranets.


 


SITA’s ServiceNet architecture
creates a gateway between ATC services and the customer’s intranet.  Where a customer has built an intranet with
IP-VPN, Intranet Connect, LAN Access, or frame relay with customer managed
routers, access from the customer intranet to the service can be enabled
through a simple configuration change. 
No new hardware is or throughput needs to be configured, therefore
leveraging the customer’s IP investment.


 


Access from stand alone routers.  


 


SITA’s ServiceNet services are
also available to customers with no existing IP infrastructure.  A single stand alone IP-VPN router may
access one or any number of ServiceNet services


 


2)                                      Application.  


 


Provided by either SITA (e.g. Gabriel for ISnet) or by
third parties (e.g. EUROCONTROL, SAP)


 


Features:


 


SITA IP Access


 


•                  High Performance.  SITA IP-VPN high-speed backbone gives industry leading
IP network performance (MPLS technology/Cisco high-speed routers).


•                  Fully managed client-server topology


•                       Helpdesk support


•                  Global coverage. 
Access in >200 countries


•                  Highly Resilient for mission critical applications


•                  High levels of security


•                  Access managed by SITA infrastructure


•                  Private community solution for the ATC


•                  No access to the public Internet


•                  Flexible.  Access
to multiple ServiceNet services from the same IP connection


 


36

















 


IP Addressing


 


Globally unique, public (registered) addressing is a
requirement for ServiceNet access.


 


SITA can assign globally unique, registered address
space to SITA members through its IP address assignment policy and
process.  Customers already using
private addressing within their VPN can use the NAT (Network Address
Translation) service that allows private addresses on the LAN side of the CE
router to be translated into a public address on the WAN side of the
router.  This is fully described in the
IP Address Assignment documentation.


 


Service availability is subject to
local technical conditions and regulations.


 


37

















 


PROTOCOL TRANSLATION SOLUTION SERVICE


 


Overview


 


The Worldspan Legacy to IP conversion project will be
involved in converting SITA legacy connections which currently terminate inside
the Worldspan Datacenter in Atlanta to MATIP HtH over IP traffic into the
Worldspan Datacenter. The equipment required for the implementation of this
project will be telehoused in the SITA/ Godby Rd. Datacenter in Atlanta. This
equipment will consist of 2 x 42U cabinets with independent power supplies, 2 x
CS2610XM SITA/Equant-Managed Routers (SMRs), 2 x CS2924 SITA/Equant-Managed
Catalyst Switches (SMSs), multiple legacy connections initially 6 x X.25/EMTOX
connections and 6 x AX.25 connections, and 8 x SITA-ADS Tiger-1000 conversion
platforms.   Additionally, 512kbps of
bandwidth is also included in the cost of the Tiger 1000 solution.


 


Project Definition


 


The scope of the Worldspan legacy to IP conversion
project is to move the termination of various Worldspan Datacenter-terminated
SITA legacy connections to terminate inside a custom-built, conversion system
in the SITA/ Godby Rd. Datacenter and to travel from there as MATIP HtH
connections back to the Worldspan Datacenter via the existing
WorldspanVendorNet VPN which is implemented on the IGN.


 


Various types of work will be required to implement
this project. Routers which mesh to the WorldspanVendor VPN will need to be
provisioned as dual-router, dual-connx, MCS routers by SITA and Equant
network-provisioning groups, dual-LAN-switches will need to be provisioned by
SITA and Equant, dual telehousing cabinets will need to be provisioned,
installed, and certified at SITA’s Godby Rd. facility. 


 


Multiple X.25/EMTOX and AX.25 in-house-wired circuits
will need to be provisioned between Godby Rd. internal MTN/DTN nodes and the
Tiger-1000 platforms, and lastly, some software engineering from SITA-ADS will
be required in order to build support for HtH MATIP into the Tiger-1000
platform and its configuration platform, and the 8 initial Tiger-1000 platforms
required for this will need to be provisioned and installed by members of the
SITA installation group.


 


38

















 


Throughout equipment installation and cutover,
SITA-Program Management will play a role in working with the various groups to
coordinate activities involved with this project. When equipment has been
installed, as mentioned above, SITA-PMO will be involved in coordinating
cutovers of the various X.25/EMTOX and AX.25 SVC/PVC logical connections off of
the Worldspan-terminated locations and re-homing these connections to the Godby
Rd. Tiger-1000s. The coordination of the cutovers of various SVCs/PVCs will be
worked in coordination with SITA networking resources (MTN/DTN provisioning
groups) and various SITA  entities(BSMs)
involved with the customers represented by the remote host connections.


 


Project deliverables for this project include
an installed set of telehousing cabinets, an installed set of mission-critical
routers/connections to the WorldspanVendor VPN, an installed set of
mission-critical Cisco LAN switches, an installed set of SITA-ADS Tiger-1000
conversion platforms (8 initially), and an installed set of in-house legacy and
FR connections which will support the WAN pieces of this project. The
deliverables will also include cutover and testing of the multiple legacy PVCs
and SVCs which will be moved from the current homing in the Worldspan
Datacenter to the new homing on the legacy-side of the Tiger-1000 conversion
platforms. Deliverables will also include the new MATIP HtH software which will
reside in the Tiger-1000 conversion platforms, the new configuration software
for the Tiger-1000 conversion platforms (which allows configuration and usage
of the new MATIP HtH capability).  Also
provided will be monitoring and maintenance systems which are used by the
various operational groups within SITA, Equant, and Worldspan to monitor the
status of the Tigers and/or routers/switches used for this solution. The MATIP
HtH capability required for this project will be tested with and certified on
the Worldspan-side MATIP client software.


 


The current project scope does not include TTH MATIP
for Tiger-1000 conversion of TTH traffic from Travel Agencies to Worldspan as
IP, nor does it include conversion of SNA connections or HTDS connections to
Worldspan. If desired later, Worldspan can add SNA connection conversion to
this project by installing a set of DLSW+ or STUN-configured routers to this
converter and rehoming the SNA connections from their present location in the
Worldspan Datacenter to this telehoused conversion facility at the Godby Rd.
Datacenter. HTDS conversion remains to be studied for possible future
conversion to IP. 


 


This project and its associated charges are not
inclusive of any X.25/EMTOX or AX.25 transmissions.  These transmissions are provided separately and charged in
accordance with the Attachment RC rate schedule.


 


Service availability is subject to
local technical conditions and regulations.


 


39

















 


PROFESSIONAL SERVICES


 


SITA with its in-depth knowledge of the ATC
market together with its experience in building large international networks is
able to provide a range of Professional Services.


 


SITA’s Professional Services are available for both
local area network (LAN) and wide area network (WAN) environments.  These include the designing and building of
successful technology-based business solutions, providing Internet and Intranet
connectivity, security, support, and maintenance using a variety of architectural
models.


 


Available
Services


 


•                       Technology Assessment


 


•                       Network Strategy
Planning


 


•                       Network Audit and
Design


 


•                       End to End
Performance Analysis


 


•                       Reports and
Measurement Results


 


•                       Security Appraisal,
Assessment and Implementation.


 


Service
availability is subject to local technical conditions and regulations.


 


40

















 


PROGRAM/PROJECT
MANAGEMENT SERVICES 


 


SITA
utilizes  a single Project Management
Methodology for all its projects based on the Project Management Institute’s
(PMI) standards and practices 
rigorously followed throughout the life cycle of the project. 


 


Project
Management Methodology is a framework for managing SITA SC Region Network
projects. This methodology is an approach to managing projects effectively and
consistently to successfully meet the needs of the business every time. SITA
Projects are managed through a number of processes that overlap and interact
throughout the course of the project. Each SITA project has the following
processes:


 


•                  Initiating processes –
authorizing the project or phase 


•                  Planning processes –
defining and refining objectives and selecting the best of the alternative
courses of action to attain the objectives of the project 


•                  Executing processes* –
coordinating people and other resources to carry out the plan 


•                  Controlling processes*
– ensuring that project objectives are met by monitoring and measuring progress
regularly to identify variances from plan so that corrective action can be
taken when necessary 


•                    Closing processes –
formalizing acceptance of the project or phase and bringing it to an orderly
end


 


Initiating


 


The Initiation phase sets the foundation for the
entire project.  During the initiating
process, project scope, deliverables, and objectives are documented at a high
level.  The initiating process
establishes the expectations to be met for the project to be judged a success
at completion.


 


During the Initiating Phase the Project Manager gains
authorization through a Project Charter to assign resources to the project. 


 


Planning


 


The Planning Process establishes detailed project
plans for all objectives set in the initiating process.  The information
the Project Manager collected during to the initiating process, and the Project
Charter go into developing the project plan in cooperation with the
customer.  The high level description of
the project contained in the charter becomes the basis for creating a detailed
baseline plan.


 


The detailed project plan/statement of work) guides
the project team in both project execution and project control. The project
plan describes, in clear detail, exactly what must be done, when it should be
done, and with what expected level of resources.


 


41

















 


The statement of work is a formal, approved document
used to guide both project execution and project controls. The primary use of
the project plan is to document planning assumptions and decisions, facilitate
communication among stakeholders, and document approved scope, cost, and
schedule baselines.  As a
consequence, the  statement of work
whenever signed by SITA and the customer will be considered integral part of
this agreement. 


 


Executing the Project plan


 


With a completed and approved project plan, the
project enters the Executing Process. 
During the executing process the project manager directs the resources
to carry out the plan and schedule, ensuring all activities are effectively
resourced. 


 


The executing processes
implement the project plan by performing and managing the activities outlined
in the project plan.  All stakeholders
are kept informed by producing and distributing project status reports. Project
goals are obtained through managing changes, conducting variance analysis,
quality control and performing corrective actions


 


Controlling Project Progress 


 


Monitoring
progress of a project has three distinct steps: measuring the specific project
activities, evaluating actual performance, and initiating corrective
actions.  These steps make up the key
components of the controlling phase of a project.  The controlling process ensures that project objectives are met
by monitoring and measuring progress and taking corrective action when
necessary.


 


Closing


 


During
the closing process, the project manager ensures transition to operations and
performs a post-project review or audit to evaluate overall project performance
(e.g., time, cost, scope, and quality). 
This review lists what worked well and what needs to be improved for the
next project.  Project closure occurs
after the customer has formally accepted all the deliverables from the
execution phase.


 


Service
availability is subject to local technical conditions and regulations.


 


42

















 


STANDARD PROJECT MANAGEMENT SERVICES / SERVICE DELIVERY UNIT
(SDU)


 


SITA’s
Service Delivery Unit (SDU) will ensure seamless, error-free and end-to-end
delivery of Network services based on committed delivery date. The SDU will
proactively provide external and internal customers with single point of
contact by accepting responsibility for order implementation and proactive
status. 


 


Available
Services


 


•                  Order management of
the overall service implementation process by accepting full ownership of
customer orders until installation;


•                  Provide order
validation and first level technical support to ensure the integrity of the
network is not compromised and ensure customer requirements are met;


•                  Register Order
Request relative to the implementation of a service;


•                  Allocate Network
parameters;  


•                  Proactive
communication to customer on order installation status and issues;


•                  Provide order
progress at a predetermined interval based on predefined customer requirements;


•                  Facilitate face to
face meetings with customers to discuss project plans and status


•                  Provide alternatives
solution when customer requirement cannot be achieved with existing processes;


•                  Provide support and
expertise in the overall Service Delivery process.


 


Service
availability is subject to local technical conditions and regulations.


 


—END OF ATTACHMENT SD—


 


43

















 


 


Network Performance Level


Schedule


Ref: Feb 25, 2004 Worldspan SLA V5.0
WLP.doc


 


Date: February 2004


 


Table of contents


 


	
  Section 1 Performance level
  Information

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
  Scope

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.2

  	
  Future Requests for
  Service Levels

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.3

  	
  Service Credits

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.4

  	
  Measurement Period

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.5

  	
  Service Level Reports

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.6

  	
  Upgrade Recommendations by SITA

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2 Service Levels

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
  IPVPN Router &
  Site Availability

  	
   

  	
   

  
	
   

  	
  2.1.1

  	
  Measurement Methodology

  	
   

  	
   

  
	
   

  	
  2.1.2

  	
  Service Credit Calculation

  	
   

  	
   

  
	
   

  	
  2.1.3

  	
  Router Availability
  Exclusions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.2

  	
  IPVPN Router to
  Router Round Trip Delay

  	
   

  	
   

  
	
   

  	
  2.2.1

  	
  Measurement Methodology
  (CoS)

  	
   

  	
   

  
	
   

  	
  2.2.2

  	
  RTRRTD Performance Targets

  	
   

  	
   

  
	
   

  	
  2.2.3

  	
  Upgrade recommendations by SITA

  	
   

  	
   

  
	
   

  	
  2.2.4

  	
  Additional
  IPVPN Quality of Service (QoS) Measurement and Reporting

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.3

  	
  Managed DSL Service Levels

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.4

  	
  ALC, X25 and Frame Relay -
  Network Path Availability

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.5

  	
  ALC, X25 and Frame Relay -
  Network Response Time

  	
   

  	
   

  
	
   

  	
  2.5.1

  	
  Network Response Time Exclusions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.6

  	
  Restoration of Service

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.7

  	
  Service
  Delivery

  	
   

  	
   

  
	
   

  	
  2.7.1

  	
  New Installation and
  Relocation

  	
   

  	
   

  
	
   

  	
  2.7.2

  	
  Upgrades and Downgrades

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3 Definitions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  4 Appendices

  	
   

  	
   

  



 

















 


Performance Level Schedule


 


This Performance Level Schedule details the Service
Levels in relation to the Services provided to WLP.  SITA will meet or exceed the Service Levels in accordance with
the provisions of this Performance Level Schedule.


 


Section 1                Performance
level Information


 


 


1.1          Scope


 


The Service Levels apply to the following Services
provided to WLP in accordance with the terms of this Agreement:


 


ICN / IP VPN


Managed DSL


X25 / Frame Relay


LANAS


 


 


Service Cover Period for the Services in section 1.1
is as follows -


 


•                  SITA Network - 24
hours


•                  PTO Local Access Line
- Variable according to the terms offered by the local Telecommunications
Authority.  The standard option is based
upon normal working hours, and during days within the normal working week,
according to the country in question. 
Coverage outside these times may be possible in some countries at extra
cost in addition to the standard charges levied by the Telecommunications
Authority.  As set forth in Attachment
TH (normal business hours by country).


•                  Customer Premises
Equipment (CPE) -Local business hours except for connections where WLP has
contracted to enhanced maintenance service, e.g. 24 Hours.


•                  The service cover
period for X.25/Frame Relay connections as referenced in appendix 1 will not
exceed March 2005 based on the IP VPN migration.


 


The
Service Levels will apply if the site conditions are maintained.  Site conditions include housing of equipment
in accordance with manufacturers’ instructions and any other conditions as
notified by SITA to WLP in writing. In the event that the Service Levels set
forth are not achieved at a WLP site where there is no uninterrupted power
supply, and this non-conformance is unrelated to the supply of electrical power
to this site, the Service Credit mechanism shall still apply.


 


Should SITA obtain
engagements from a third-party ISP, SITA would then define a Managed ISP
service SLA and apply this SLA with WLP as and when available.


 


1.2          Future Requests for Service Levels


 


In the event that WLP wishes to order any of the
Services in Section 1.1 above for locations, which are not listed in any of the
Appendices, WLP shall contact SITA, in order to define and agree on the
corresponding service levels.  In order
for SITA to plan and implement the appropriate network resources WLP shall
notify SITA as soon as reasonably practical of any advance forecasts of future
Connections and developments requiring service levels.


 


WLP shall provide advance notice to SITA of
exceptional peak usage, which may affect the operation of the Service.  These Service Level commitments are provided
on a usage pattern based on the previous 12 months usage where applicable. In
the event that the assumed usage pattern is not met, the Service Levels will
not apply during the period when the abnormal pattern occurred. A pattern is
deemed abnormal if it exceeds the designed parameters or tolerances.


 


1

















 


1.3                     Service Credits


 


WLP/WSL SCU BANK


 


SITA shall manage the debits and credits of SCUs into
and out of the WLP’s and WSL’s combined bank account (the “WSL SCU Bank”) as
set forth below on a quarterly basis. 
The WSL SCU Bank will be maintained by SITA with statements issued to
both WSL and WLP (covering both WSL and WLP) each quarter or more frequently
upon request.  Credits to and debits
against the WSL SCU Bank will be reconciled at the end of each Contract Year
and upon expiration or termination of the Agreement with any positive balance
being applied to WSL’s invoice in the form of credits against the balance owed
by WSL, or if requested by both WSL and WLP prior to issuance of any credit,
against WLP’s invoice.  Should WSL and
WLP anticipate that they would like a credit applied to WLP, they should
discuss this with SITA in order that the necessary accounting and WSL SCU Bank
adjustments may be made by SITA in a timely way. If the balance of the WSL SCU
Bank at the end of the Term exceeds the balance owed, SITA shall provide WSL
with a check equal to the difference between the balance of SCUs and the
Charges owed by WSL for Services.


 


1 SCU     =              [**] USD


 


The monitoring, measurement, management and reporting
of Service Levels will be carried out by SITA


 


In all circumstances, the total amount of SCUs payable
by SITA to WLP and WSL in relation to all failures in Service Levels, which
occurred during a given Measurement Period, shall not be higher than 20 SCUs
(in the aggregate between WLP and WSL, and therefore an aggregate total maximum
of 20 SCUs).


 


All references to WLP being eligible for or due a
credit under this Attachment SLA shall be understood to mean that WLP and WSL
may be eligible for or due a credit, and that all such credits will be treated
under the WSL SCU Bank in accordance with this Section 1.3.  The Parties specifically acknowledge and
agree that they do not intend any duplication of SCUs or other remedies to
result from the fact that both WSL and WLP have entered into separate service
level agreements under separate contracts as referenced in the recitals of the
General Terms and Conditions of the Agreement to which this Attachment SLA
relates.  Notwithstanding the preceding
two sentences, the Parties (along with WSL) do intend that the reports to be
provided under this Attachment SLA shall be prepared separately for both WLP
and WSL, each with respect to the connections covered under the relevant
agreement, and that the reports treating the WSL SCU Bank will combine the WSL
and WLP data.


 


SITA agrees to make available to WSL any Service Level
Agreements / Objectives provided to SITA by the chosen PTO(s) in a given
country.


 


1.4                     Measurement Period


 


Unless
otherwise stated the measurement period for any Service Level metric within
this document is 1 (one) calendar month.


 


1.5                     Service Level Reports


 


Service Level reports are provided to help WLP
to analyze the performance of the Services provided by SITA.  WLP will receive from SITA a Service Level
report by the 20th calendar day of each month.


 


The Parties agree that the Service Level
reports are to be treated as Confidential Information as per the terms of the
General Terms and Conditions of this Agreement.


 


1.6                     Upgrade Recommendations by SITA


 


SITA
may from time to time, recommend to WLP an upgrade for their VPN due to
excessive traffic level increases. Where WLP decides not to implement a SITA
recommendation and this results in SITA being unable to meet its Service Level
requirements, WLP shall not be entitled to claim service credits from SITA,
although SITA shall continue to provide WLP with Service Level reporting.


 


2












[**] =
Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.

















 


Section 2                                         Service
Levels


 


 


2.1                     IPVPN Router / Site Availability


 


Intranet
Connect Router (RA) / Site Availability (SA) is the availability of the virtual
communication link, between a WLP CE router location and a SITA PE router to
which the WLP CE is connected.


 


Router
Availability consists of the time the router, its access link to the SITA PE
Router and the SITA PE Router are up and running. It is expressed as a
percentage of up time versus the total time for the observation period. It does
not include Maintenance Windows.


 


RA
is calculated as per the following formula:


 


Observation
Period - Total Down-Time


RA  =      ________________________________ x 100]


 


Observation
Period


 


The
measurement -period is one calendar month.


 


Mission Critical Site - dual lease
line, dual routers with Hot Swap Router Protocol HSRP, dual port: 


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  	
   

  
	
  Router Availability

  	
   

  	
  99.90%

  	
   

  	
  2
  SCUs per router not achieving Service Level Target

  	
   

  



 


Single CPE Router connection with
standard ISDN Dial backup to the same SITA Access Node (i.e. this excludes PPP
Warm Standby Option) or Single CE Router, dual lease line to separate SITA
Nodes: 


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  	
   

  
	
  Router Availability

  	
   

  	
  99.50%

  	
   

  	
  1
  SCU per router not achieving Service Level Target

  	
   

  



 


Single CPE Router connection without
standard ISDN Dial backup located in countries listed in Appendix 4 only: 


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  	
   

  
	
  Router Availability

  	
   

  	
  99.00%

  	
   

  	
  1
  SCU per Router not achieving Service Level Target

  	
   

  



 


3

















 


Single CPE Router connection without
standard ISDN Dial backup located in countries listed in Appendix 5 only:


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  	
   

  
	
  Router Availability

  	
   

  	
  96.00%

  	
   

  	
  1
  SCU per Router not achieving Service Level Target

  	
   

  



 


Single CPE Router connection without
standard ISDN Dial backup located in countries not listed in Appendix 4 or
Appendix 5: 


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  	
   

  
	
  Router Availability

  	
   

  	
  96.00%

  	
   

  	
  No
  Service Credits applicable

  	
   

  



 


2.1.1                                                                     Measurement
Methodology


 


For each CE router, Router Availability is measured
through the collection every 5 minutes of the Serial Interface Status
parameters in the Cisco MIB and is reported in the IP VPN Monthly QOS
Performance Report. The administration server via the SITA PE Router through
which the WLP CE Router is connected carries out measurement.


 





 


4

















 


For sites without backup or sites with
ISDN Dial Backup to the same SITA Access Node (does not include Warm Standby
using PPP Dial to separate Network Access Server), Site Availability is equal to Router interface Availability


 


For sites with MCS Topology the Site is considered as not available if the two routers interfaces
are not available during the same five minutes time interval.


 


Example:


 


	
  Time
  Interval

  	
   

  	
  Router
  1 Avail.

  	
   

  	
  Router
  2 Avail.

  	
   

  	
  Site
  Avail.

  	
   

  
	
  10/01/99
  00h05

  	
   

  	
  Up

  	
   

  	
  Up

  	
   

  	
  Up

  	
   

  
	
  10/01/99
  00h10

  	
   

  	
  Down

  	
   

  	
  Up

  	
   

  	
  Up

  	
   

  
	
  10/01/99
  00h15

  	
   

  	
  Up

  	
   

  	
  Down

  	
   

  	
  Up

  	
   

  
	
  10/01/99
  00h20

  	
   

  	
  Down

  	
   

  	
  Down

  	
   

  	
  Down

  	
   

  



 


 


2.1.2                                                                     Service Credit Calculation


 


In
the event that a Router Availability Service Level target failure is denoted
within the monthly reports, SITA will confirm that a valid trouble ticket has
been logged by WLP with the appropriate Global Customer Service Center (GCSC)
for the router in question. Information contained within the trouble ticket
will then be used to indicate whether Service to the router was restored via
any warm-standby backup solution present. From analysis of this information,
SITA will verify whether Service Credits are to be issued to WLP where the
availability of the router for the month in question was deemed not to have met
the Service Level set forth. Issues of this nature shall be discussed and
mutually agreed during the regular operational review meetings.


 


2.1.3                                                                     Router Availability
Exclusions


 


SITA
commits to achieve the targets defined within this Performance Level Schedule
subject to the following exclusion –


 


1.               Due to the limitation of the reporting system,
SITA shall not pay any of the service credits set forth hereof, if and when the
Router Availability does not meet the Service Level target for a given router
where Service has been restored via a warm standby backup solution (such as a
Dial on Demand Router that initiates a PSTN/ISDN call to the nearest SITA
Network Access Server) in the event of a primary link failure.


 


2.               WLP shall not be
eligible for Service Credits where non-conformance to the SLA target is due to
WLP originated causes. As an example, Service Credits will not be issued when a
router/site availability target is not met as a result of WLP switching-off the
power-supply to the SITA managed router located on WLP premises.


 


2.2                     IPVPN Router to Router
Round Trip Delay


 


Router-to-Router
Round Trip Delay (RTRRTD) is the round trip delay of a packet of data measured
from the CE (Customer Edge) Router, through the PE (Provider Edge) Routers to
the remote CE Router. The measurement is carried out and reported in three
segments –


•                  CE Router to PE
(Provider Edge) Router (Access Segment A)


•                  PE to PE Router (ICN
Core Segment)


•                  PE Router to CE
Router (Access Segment B)


 


5

















 





 


Connecting through
SITA Entry and Exit Access Nodes and within the same WLP’s Virtual Private
Network (“VPN”).


For CE to PE paths
the measurement is reported per Class of Service, PE to PE traffic is all
Standard Class of Service consisting of lower priority data (D2).


 


2.2.1                     Measurement
Methodology (CoS)


 


Measurements are
based on Service Assurance Agent Cisco feature (formerly named RTR: Response
Time Reporter) which generates intrusive traffic between 2 interfaces of
routers path to gather CoS statistics. The SAA global design is based on a
sender/receiver model. The sender is a new type of router named shadow router
(SH). The receiver is either any shadow or CE routers.


 


Performance tests are
run between the sender and the receiver based on a configuration given by the
SAA manager. Results are stored in the sender’s Management Information Base
(MIB).


 


Then the SAA manager
polls the SAA agent (shadow) every 15 minutes to retrieve results.


 


The measurement paths
are:


 


•                  Shadow to Shadow -
figuring the PE to PE path,


•                  Shadow to Customer
Equipment – figuring the PE to CE path.


 


Two scenarios are
used for the measurements and consists in 10 packets sent at 20 ms interval of:


 


•                  128 bytes for (SH,
SH)


•                  128 bytes for (SH-CE)


 


The RTD of one
measure is the average delay corresponding to the RTD of the ten packets per
scenario.


 


RTRRTD
measurements are restricted to pairs of routers that exchange data together
through the SITA Network according to WLP’s data flow. The concerned router
paths are defined as a list of pairs of routers.  The Measurement Period is one (1) calendar month.


 


2.2.2                     RTRRTD Performance Targets


 


The committed targets for Router to Router Round Trip
Delay (RTRRTD) include an allowance for the Leased Line Serialization Delay and
Router Processing Delay.  The Leased
Line Serialization Delay is a function of the Access Speed of the circuit.  The specific RTRRTD values applicable to
each router pair are provided in Appendices 2 and 3.


 


6

















 


CE to PE Segment


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service credit

  	
   

  
	
  Router to Router Round Trip Delay

  	
   

  	
  See Appendix 2

  	
   

  	
  1 SCU

  	
   

  



 


PE to PE Segment


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service credit

  	
   

  
	
  Router to Router Round Trip Delay

  	
   

  	
  See Appendix 3

  	
   

  	
  2 SCUs

  	
   

  



 


2.2.2.1                     Due Diligence


 


To
ensure the most effective Class of Service Level the CE to PE RTRRTD Service
Levels stated within Appendix 2, are indicative targets and for information
purposes only for the first 3 months. SLA targets will be formulated following
the installation of at least 3 IP VPN connection in a given country and the
completion of 3 months due diligence. 
At the end of this period the proposed SLA targets shall be mutually
agreed with WLP.


 


2.2.2.2                     IPVPN RTRRTD
Exclusions


 


SITA commits to
achieve the targets defined within this Agreement subject to the following
exclusions –


 


1)              Where
a Telecommunications Operator has for no more than four hours, re-routed the
traffic that is normally routed over a non-satellite link, through a satellite
link, due to an event of Force Majeure or other non-foreseeable event, and a
RTRRTD Service Level target non-conformance occurs, Performance Levels and SCUs
will not apply for the path in question over the relevant Measurement Period.


 


2)              A high Access Link Load value can affect the
Router-to-Router Round Trip Delay and a high CPU utilization value can affect
the Router Processing and Switching times. Therefore, Service Credit Units
shall not apply where the RTRRTD Service Level target is not met and one or
both of the applicable CE Routers monthly average values for:


 


•                  CPU utilization exceeds 20 %


•                  Access
Link Load exceeds 30 %


•                  CPU
utilization exceeds 20% - E-Commerce Agent (24x7 working hours) up to maximum
tolerance levels


•                  Access
Link Load exceeds 30% - E-Commerce Agent (24x7 working hours) up to maximum
tolerance levels


 


The above values are subject to
a 3-month due diligence period. At the end of this period the proposed SLA
targets shall be mutually agreed with WLP.


 


3)              If a non-standard Class
of Service configuration change is carried out at WLP’s request and this
reallocation of bandwidth between the classes causes an RTRRTD Service Level
failure in any particular month, then no Service Credit shall apply for said
failure(s). Additionally a new three- (3) month due diligence period shall then
apply in the months following the failure for RTRRTD. At the end of the due
diligence period, a new RTRRTD Service Level target shall be mutually agreed
between the WLP and SITA.


 


7

















 


2.2.3                     Upgrade Recommendations by SITA


 


SITA may, from time to time, recommend to WLP an
upgrade to their VPN due to excessive traffic level increases. Where WLP
decides not to implement SITA’s recommendation and this results in SITA being
unable to meet its Router to Router Round Trip Delay Service Level
requirements, WLP shall not be entitled to claim service credits from SITA,
although SITA shall continue to provide WLP with Service Level reporting.


 


2.2.4                     Additional IPVPN
Quality of Service (QoS) Measurement and Reporting


 


Further
QoS reporting will be provided for the following components. It should be noted
that some of the reporting metrics are available only where the “Class of
Service” (CoS) element is included in the Service.


 


•                  IP Packet Loss


•                  Access Link Load


•                  CPU Utilization


 


2.2.4.1                         IP Packet Loss


 


The
IP Packet Loss is measured over the CE to PE segment of the path and over the
PE to PE segment. IP Packet loss is measured per Class of Service for all
classes. It is reported for both traffic directions regarding the CE to PE
paths but as one single figure for PE to PE paths (redundant measures). The PE
to PE IP Packet Loss is reported globally, as it is a performance common to all
Customers using the concerned PE to PE backbone path. The measure over the PE
to PE segment can not be WLP specific.


A
performance highlight graph is added for the IP Packet Loss indicator. Two
graphs are provided one for each traffic direction: CE to PE and PE to CE. Each
graph provides details of the ten highest IP Packet Loss Ratio performances
recorded for the respective traffic direction.


The traffic direction
is indicated in the title of the graph:


•                  IP Packet Loss (CE to
PE);


•                  IP Packet Loss (PE to
CE);


The
reference for the X-axis of two graphs is the Link Name (Router name – Serial
interface) of the CE router.


 


2.2.4.2                     Access Link Load


 


The
Access Link Load measures the Load of the access circuit to the Router. Data is
acquired either every hour or every 30 minutes depending upon the tool used.
Measured are based on a collection of each InOctets (OutOctets) CISCO MIB for
X25 and compared with the Access Speed. Access Link Load is a measure of the
bandwidth utilization at the connection level for either X25 or FR access
protocols. It is measured in both direction (in and out traffic) and compared
with the access speed of the connection circuit. It is expressed as percentage.


 


2.2.4.3                     CPU Utilization


 


CPU
Utilization measures the router CPU Utilization. Measurements are conducted
every hour or every 30 minutes depending upon the tools used. Measured are
based on the collection of the “AverageBusy5” CISCO MIB variable and consist of
a percentage of the CPU in use. Reporting for CPU utilization is for WLP’s CE
Routers only.


 


8

















 


2.3                     Managed DSL Service Levels


 


SITA’s IP Service Node (Managed) service provides WLP with the ability
to securely access its corporate Intranet using new access methods including
Managed DSL access.  Key Service
features include:


 


•                                          Two-way access to
Intranet Connect


•                                          The ability to access
the Internet via the PTO, which means the traffic does not transit the Intranet


•                                          Firewall
functionality for the Managed DSL sites.


 


Service
availability is subject to local and technical regulatory conditions.


 


The parties agree that for the six (6) months from the
Effective Date of this SLA agreement:


 


(a)          The Service Level Objectives set forth in Table
1 below will apply for the DSL part of the Managed Service;


 


 


	
  TABLE 1 — Managed DSL SERVICE LEVEL
  OBJECTIVES

  	
   

  
	
  COUNTRY

  	
   

  	
  Brazil

  	
   

  	
  Canada

  	
   

  
	
  MTTR

  	
   

  	
  tbd

  	
   

  	
  48 hours

  	
   

  
	
  LTC

  	
   

  	
  30 days

  	
   

  	
  30 days

  	
   

  



 


Using
the information from Section 2.3.1 above, the parties agree to meet at the
beginning of the sixth (6th) month from the Effective Date to
negotiate in good faith Service Levels with appropriate Credits for the Managed
DSL Service.  The parties acknowledge
that SITA reserves the right, where this is not feasible, to offer SLA
commitments.


 


2.4                     ALC, X25 and Frame Relay - Network Path
Availability


 


Network Path Availability or NPA is the measurement,
expressed as a percentage, of the availability of the virtual communication
link between a SITA Entry Access Node and a SITA Exit Access Node.  It does not include Local Access Lines,
Maintenance Windows and CPE. Network Path Availability is measured on a
node-to-node basis.  The measurement and
subsequent service credit allocation is on a per country basis.  The Measurement Period is one (1) calendar
month.


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service credit

  	
   

  
	
  Network Path Availability

  	
   

  	
  See Appendix 1

  	
   

  	
  1
  SCU per country where the network path does not meet the Service Level target

  	
   

  



 


9

















 


2.5                     ALC, X25 and Frame Relay - Network Response
Time


 


Network Response Time (“NRT”) is the one-way delay for
a packet of one hundred and twenty eight (128) bytes to be transmitted from a
SITA Entry Access Node to a SITA Exit Access Node. It does not include the
Local Access Lines.  It is measured on a
node-to-node basis for the Service.  The
measurement and subsequent service credit allocation is on a per country
basis.  The Measurement Period is one
(1) calendar month.


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service credit

  	
   

  
	
  Network Transit Time

  	
   

  	
  See Appendix 1

  	
   

  	
  1
  SCU per country where the network path does not meet the Service Level target

  	
   

  



 


2.5.1                     Network
Response Time Exclusions


 


1)              Where a PTO has re-routed the traffic normally
routed over a non-satellite link, through a satellite link, due to an event of
Force Majeure or other non-foreseeable event, and a NTT Service Level target
non-conformance occurs, Performance Levels and SCUs will not apply for the path
in question over the relevant Measurement Period.


 


2)              If both the NPA and
NRT performance levels are not met for the same path in the same month, a
Service Credit will only be payable against the NPA non conformance.


 


2.6                     Restoration of Service


 


Restoration
of Service (RoS) is the duration of time taken from when a trouble ticket is
logged with the appropriate SITA Service Centre or is proactively opened by
SITA at the appropriate SITA Service Centre and ends when the Service is
restored to an operational level. This duration is calculated on information
extracted from the trouble ticketing system, as per the following formula.


 


	
  RoS

  	
  =

  	
  (Date/Time Clear) - (Date/Time Received) - (Defer
  time)

  
	
   

  	
   

  	
   

  
	
  Where

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Defer Time 

  	
  =

  	
  Cumulated time where SITA is unable to progress the
  resolution of the fault due to events outside the responsibility of SITA as
  contained in this Agreement (e.g. local Customer contact unavailable, outside
  the scope of customer-defined contracted service with the local PTT, Force
  Majeure etc.)

  



 


SITA
shall use all reasonable endeavours to restore the Service to those Customer
sites within the time frames listed in the table below, during the agreed hours
of cover according to the pre-defined severity level of the connection in
question. The definitions of the severity levels  are as follows:


 


10

















 


	
  Severity

  Level

  	
   

  	
  Fault Scenario

  
	
  0

  	
   

  	
  •

  	
   

  	
  BCC Only

  
	
  1

  	
   

  	
  •

  	
   

  	
  XIS’s
  supporting Airport

  
	
   

  	
   

  	
  •

  	
   

  	
  Single
  customer connection outage

  
	
   

  	
   

  	
  •

  	
   

  	
  Connection
  down without resilience (backup service)

  
	
   

  	
   

  	
  •

  	
   

  	
  Server
  Outage

  
	
   

  	
   

  	
  •

  	
   

  	
  Connection
  response slow – making service inoperable 

  
	
   

  	
   

  	
  •

  	
   

  	
  Customer
  was migrated from a previously functional service and has lost all or partial
  functionality

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  •

  	
   

  	
  Customer
  single connection – partial outage

  
	
   

  	
   

  	
  •

  	
   

  	
  Connection
  down – service being
  supported by back-up service or work around

  
	
   

  	
   

  	
  •

  	
   

  	
  Customer
  firewall hard down

  
	
   

  	
   

  	
  •

  	
   

  	
  Engineer
  is at the customer site performing tests to resolve a fault

  
	
   

  	
   

  	
  •

  	
   

  	
  Newly
  installed service is hard down – and cannot be used by the customer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  •

  	
   

  	
  Slow
  or degraded service, slow response or delays – but still operational

  
	
   

  	
   

  	
  •

  	
   

  	
  Server
  Outage – with workaround

  
	
   

  	
   

  	
  •

  	
   

  	
  Application
  useable, but with slow response

  
	
   

  	
   

  	
  •

  	
   

  	
  Newly
  installed service is degraded – operational in some applications only

  



 


It is essential that
the Customer reports all faults to the appropriate SITA Service Centre (and a
Trouble Ticket number is allocated).


 


Note: The following
criteria apply for connections to be included within the BCC programme.


•      Eligible connections are Boundary Routers, CPE, Hosts, Hubs,
Servers, Gateways, Regional Servers, and Voice Hubs only.


•                  Appropriate Back Up
is implemented on each connection


•                  A single point of contact available 24 hours a
day. This Customer contact will be responsible for informing SITA of any
planned work that may impact the performance of a Business Critical Connection
and should be able to verify if any service outage is due to factors to which
the Customer is responsible for.


•                  The Customer must obtain an appropriate
extended maintenance contract with SITA or other supplier (eg. PTT) to ensure
24 hour fault fix is possible (eg PTT leased line failure) for each BCC
connection.


 


11

















 


Service Levels


 


	
  Service

  Level

  Parameter

  	
   

  	
  Severity

  Level

  	
   

  	
  *Restoration

  Time

  	
   

  	
  Service

  Level

  	
   

  	
  Service

  Credit

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (All components)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Restoration
  of Service

  	
   

  	
  0

  

  BCC

  	
   

  	
  3 hours

  	
   

  	
  90%

  	
   

  	
  2 SCUs if target not met

  	
   

  
	
   

  	
  1

  	
   

  	
  5 hours

  	
   

  	
  80%

  	
   

  	
  1 SCUs if target not met

  	
   

  
	
   

  	
  2

  	
   

  	
  8 hours

  	
   

  	
  80%

  	
   

  	
  1 SCUs if target not met

  	
   

  
	
   

  	
  3

  	
   

  	
  24 hours

  	
   

  	
  N/A

  	
   

  	
  Quality of Service Reporting Only

  	
   

  



 


	
  Service

  Level

  Parameter

  	
   

  	
  Severity

  Level

  	
   

  	
  Restoration Time (SITA network)

  	
   

  	
  Service

  Level

  	
   

  	
  Service

  Credit

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Service Level Objective

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Restoration
  of Service

  	
   

  	
  1

  	
   

  	
  4 hours

  	
   

  	
  80%

  	
   

  	
  Quality
  of Service Reporting Only

  	
   

  
	
   

  	
  2

  	
   

  	
  4 hours

  	
   

  	
  80%

  	
   

  	
  Quality
  of Service Reporting Only

  	
   

  
	
   

  	
  3

  	
   

  	
  4 hours

  	
   

  	
  N/A

  	
   

  	
  Quality
  of Service Reporting Only

  	
   

  



 












*Note: To ensure that
the Service Levels and Service Credits are economically and technically
feasible, the above parameters shall be reviewed and mutually agreed (3) months
after performance reporting begins for all Services covered under this Service
Level Agreement.  Sita will pursue best
efforts to exceed the above targets in providing RoS.


 


Exclusions


 


1)              Faults where the
Fault Cause Code is End user shall not be included within the measurement for
RoS.


 


12

















 


2.7                     Service Delivery


 


Service Credits paid to WLP


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  	
   

  
	
  CDD Confirmation

  	
   

  	
  5 business days after validation of an order from
  WLP for at least 95% of
  all orders per month.

  	
   

  	
  For every whole business day over the target SITA
  will deposit 1 SCU into the WLP SCU bank.

  	
   

  



 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  	
   

  
	
  Notification of Ready for Service

  	
   

  	
  If WLP dispatches a technician within 2 business
  days of SITA’s notification of RFS, and the technician learns upon arriving
  that SITA has not completed the connection.

  	
   

  	
  SITA will deposit 1 SCU’s into the WLP SCU Bank for
  each affected connection.

  	
   

  



 


Service Credits paid to SITA


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  	
   

  
	
  Site Preparation Failure

  	
   

  	
  WLP will provide written notice of a failure to
  prepare an Installation/Relocation
  Site for the implementation of the Service within
  5 business days prior to the CDD/RCDD or immediately if the CDD/RCDD is less
  than 5 business days thereafter.

  	
   

  	
  SITA will debit 1 SCU from the WLP SCU Bank. WLP
  will also liable for any costs incurred from third parties as a result of an
  aborted visit.

  	
   

  



 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  	
   

  
	
  WLP Delay

  	
   

  	
  If there is a WLP caused delay of greater than 1
  month between the CAV (circuit availability date) and the RFS date.

  	
   

  	
  SITA will debit 1 SCU from the WLP SCU bank for each
  additional months delay.

  	
   

  



 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  	
   

  
	
  Expedite of Orders*

  	
   

  	
  WLP may request the expedite of 15% of all orders
  placed per month without additional SITA charge.

  	
   

  	
  For each successful expedite above 15% of all orders
  placed per month, SITA will debit 2 SCUs from the WLP SCU bank.

  	
   

  



 












*Any expedite will be
handled on a BEST EFFORTS basis. An expedite is measured as the installation of
a connection within 75% of the CDD / RCDD.


 


13

















 


2.7.1                     New Installation and
Relocations


 


An
installation is defined as a SITA accepted and validated, WLP requested Managed
DSL or IPVPN connection implemented during the measurement period, ordered via
the SITA Service Delivery Unit using the agreed ordering interface.


 


A
relocation is defined as a SITA accepted and validated, WLP requested
relocation of a SITA Managed DSL or IPVPN connection implemented during the
measurement period, ordered via the SITA Service Delivery Unit using the agreed
ordering interface.


 


2.7.2                     Upgrades and Downgrades


 


An
upgrade or downgrade is defined as being a SITA accepted and validated, WLP
requested change. This must be provided in writing, using the agreed SITA
ordering interface.


 


14

















 


Section 3                                         Definitions


 


The definitions in the SITA General Terms and
Conditions in addition to the following shall apply to this Performance Level
Schedule:


 


	
  Term

  	
   

  	
  Definition

  
	
  “Access Node”

  	
   

  	
  A node of the SITA Network to which a Local Access
  Line is to be connected to provide the services referred to in the Agreement;
  it is hereby acknowledged that an Access Node may be either a SITA Entry
  Access Node or a SITA Exit Access Node.

  
	
  “Activity Period”

  	
   

  	
  The month in which the services were provided.

  
	
  “Agreement”

  	
   

  	
  The contract for Services between SITA and WLP, to
  which this SLA forms a part.

  
	
  “CE” (Customer Edge Router)

  	
   

  	
  A CE
  Router is a SITA managed router normally located at WLP premises, usually
  connected to the SITA Network via a PTO leased line.

  
	
  “Change”

  	
   

  	
  An alteration of WLP’s requirements for the Service.

  
	
  “Connection”

  	
   

  	
  A connection to the SITA Network via Local Access
  Lines or by dial-in access of equipment located at the offices of WLP
  (workstation, computer equipment or any other terminal equipment), where SITA
  provides the Service to WLP.

  
	
  “CPE (Customer Premise Equipment)”

  	
   

  	
  The equipment located on a WLP premise that is
  managed by SITA.

  
	
  “Environmental Conditions”

  	
   

  	
  The environmental conditions at a Location, suitable
  for the proper operation of the CPE.

  
	
   

  	
   

  	
   

  
	
  “Measurement Period” 

  	
   

  	
  The period of time during which a particular Service
  Level is measured.

  
	
  “GCSC”

  	
   

  	
  Global Customer service Centers providing Fault
  management and help desk support to WLP.

  
	
  “Location”

  	
   

  	
  Each WLP or User site provided with Network
  Services, all of which are identified in signed SITA Order Forms.

  
	
  “Maintenance Windows”

  	
   

  	
  The periods during which SITA performs the
  maintenance of the SITA Network. Maintenance Windows occur during low network
  traffic periods. Maintenance is necessary to implement generic changes to, or
  generic version updates of, the SITA Network.

  
	
  “Month”

  	
   

  	
  A calendar month.

  
	
  “Network
  Services”

  	
   

  	
  The SITA data network services as described in the
  applicable Service description.

  
	
  “Network”

  	
   

  	
  SITA’s network for the provision of the Network
  Services, excluding Tail Circuits, public networks and CPE.

  
	
  “Outage”

  	
   

  	
  The non-availability of the Service at a Location,
  specifically that WLP or User cannot send or receive data using the Service.

  
	
  “PE” (Provider Edge Router)

  	
   

  	
  A PE
  is a SITA managed router allowing the access to the SITA IP Network. It is
  normally located in a SITA centre.

  
	
  “POP” (Point of Presence)

  	
   

  	
  A POP
  is the nearest access point to the SITA Network. It is normally an access
  node and is connected to CE with PTO leased lines.

  
	
  “POP” (Point of Presence)

  	
   

  	
  A POP
  is the nearest access point to the SITA Network. It is normally an access
  node and is connected to CE with PTO leased lines.

  



 


15

















 


	
  Term

  	
   

  	
  Definition

  
	
  “PTO”
  or “Public  Telecommunications Operator”

  	
   

  	
  Entities authorized to own, lease and operate
  telecommunications circuits.

  
	
  “Resolve” or “Resolution”

  	
   

  	
  The question(s) asked by WLP has been answered by
  SITA and takes place at the time when SITA’s answer is sent electronically to
  WLP

  
	
  “Scheduled
  Maintenance”

  	
   

  	
  Maintenance scheduled by SITA to occur during low
  network traffic periods three to five times per year to implement generic
  changes to, or generic version updates of, the Network and lasting an average
  of five minutes each.

  
	
  “Service Cover Period”

  	
   

  	
  The times during the day when the Service Levels
  shall apply.

  
	
  “Service Levels”

  	
   

  	
  The service and performance standards as detailed in
  this Performance Level Schedule.

  
	
  “SITA Entry Access Node”

  	
   

  	
  The Access Node to which a Connection is linked.

  
	
  “SITA Exit Access Node” 

  	
   

  	
  The Access Node to which WLP Host is connected.

  
	
   

  	
   

  	
   

  
	
  “Tail Circuit”

  	
   

  	
  A telecommunications circuit or other capacity and
  attached modems leased from a PTO — connecting Locations to the Network.

  
	
  “Third Party Intervention”

  	
   

  	
  Intervention by any person not authorized by SITA.

  
	
  “VPN”

  	
   

  	
  Virtual Private Network

  
	
  “WLP Host”

  	
   

  	
  WLP’s computer (s) designated by WLP and located in
  the place designated by WLP.

  



 


16

















 


Section 4                                         Appendices


 


17

















 


Appendix 1                                                        ALC, X.25 & Frame Relay Service Levels NRT and NPA


 


	
  Country-to-Country

  	
   

  	
   

  	
   

  	
  Contractual

  	
   

  	
   

  	
   

  
	
  Host

  	
   

  	
  Remote

  	
   

  	
  NRT

  	
   

  	
  NPA

  	
   

  
	
  USA

  	
   

  	
   

  	
   

  	
  ms

  	
   

  	
  %

  	
   

  
	
  Atlanta

  	
   

  	
  Mexico

  	
   

  	
  1000

  	
   

  	
  99.65

  	
   

  
	
   

  	
   

  	
  *Caribbean

  	
   

  	
  1000

  	
   

  	
  99.65

  	
   

  
	
   

  	
   

  	
  Puerto Rico

  	
   

  	
  1000

  	
   

  	
  99.65

  	
   

  
	
   

  	
   

  	
  Bahamas

  	
   

  	
  1000

  	
   

  	
  99.65

  	
   

  



 












* Caribbean includes Antigua, Barbados, Bermuda,
Cayman Islands, Dominican Republic, French Antilles, St Maarten, Trinidad &
Tobago, British Virgin Islands, US Virgin Islands, Turks & Caicos.


 


18

















 


Appendix 2                                                        IPVPN RTRRTD CE to PE Service Levels


 


If CE router in same
city as PE router indicative target is 60ms


 


	
  CE Router Name

  	
   

  	
  PE Router Name

  	
   

  	
  D1 / Interactive Traffic Class

  RTRRTD (ms)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


19

















 


Appendix 3                                                        IPVPN RTRRTD PE to PE Service Levels


 


 


	
  Host A

  	
   

  	
  Site B

  	
   

  	
  D2 Traffic Class RTRRTD (ms)

  	
   

  
	
  Atlanta

  	
   

  	
  Argentina

  	
   

  	
  200

  	
   

  
	
   

  	
   

  	
  Aruba

  	
   

  	
  Tbd

  	
   

  
	
   

  	
   

  	
  Bahamas

  	
   

  	
  Tbd

  	
   

  
	
   

  	
   

  	
  Brazil

  	
   

  	
  250

  	
   

  
	
   

  	
   

  	
  Canada

  	
   

  	
  100

  	
   

  
	
   

  	
   

  	
  Cayman Islands

  	
   

  	
  Tbd

  	
   

  
	
   

  	
   

  	
  Dominican Republic

  	
   

  	
  Tbd

  	
   

  
	
   

  	
   

  	
  El Salvador

  	
   

  	
  Tbd

  	
   

  
	
   

  	
   

  	
  Jamaica

  	
   

  	
  Tbd

  	
   

  
	
   

  	
   

  	
  Peru

  	
   

  	
  Tbd

  	
   

  
	
   

  	
   

  	
  Puerto Rico

  	
   

  	
  Tbd

  	
   

  
	
   

  	
   

  	
  Uruguay

  	
   

  	
  Tbd

  	
   

  
	
   

  	
   

  	
  Venezuela

  	
   

  	
  Tbd

  	
   

  



 


20

















 


Appendix 4                                                        Router Availability - Single CPE/ CE Router connection without ISDN Dial
backup - 99 % Service Level Commitment


 


Canada


Haiti


 


21

















 


Appendix 5                                                        Router Availability - Single CPE/CE Router connection without ISDN Dial
backup - 96 % Service Level Commitment


 


Argentina


Aruba


Belize


Bermuda


Bolivia


Chile


Colombia


Cuba


Dominica


Ecuador


El Salvador


Guatemala


Jamaica


Mexico


Paraguay


Peru


Puerto Rico


Uruguay


Venezuela


Virgin Islands (US)


 


22

















 


ATTACHMENT WF –


WORLDSPAN FORECAST


 


Worldspan provided Location
Forecast


 


	
   

  	
   

  	
  2003

  	
   

  	
  2004

  	
   

  	
  2005

  	
   

  	
  2006

  	
   

  	
  2007

  	
   

  
	
  Argentina

  	
   

  	
  30

  	
   

  	
  21

  	
   

  	
  21

  	
   

  	
  12

  	
   

  	
  10

  	
   

  
	
  Aruba

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  
	
  Australia

  	
   

  	
  3

  	
   

  	
  1

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Austria

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Bahamas

  	
   

  	
  20

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Belgium

  	
   

  	
  37

  	
   

  	
  14

  	
   

  	
  5

  	
   

  	
  4

  	
   

  	
  3

  	
   

  
	
  Brazil

  	
   

  	
  15

  	
   

  	
  3

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Canada

  	
   

  	
  98

  	
   

  	
  90

  	
   

  	
  82

  	
   

  	
  82

  	
   

  	
  82

  	
   

  
	
  Cayman Islands

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  China

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  
	
  Czech

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  
	
  Denmark

  	
   

  	
  38

  	
   

  	
  14

  	
   

  	
  6

  	
   

  	
  4

  	
   

  	
  4

  	
   

  
	
  Dominican Republic

  	
   

  	
  4

  	
   

  	
  4

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  Egypt *

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  El Salvador

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  
	
  Finland

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  France

  	
   

  	
  51

  	
   

  	
  15

  	
   

  	
  6

  	
   

  	
  6

  	
   

  	
  6

  	
   

  
	
  Germany

  	
   

  	
  53

  	
   

  	
  14

  	
   

  	
  9

  	
   

  	
  9

  	
   

  	
  9

  	
   

  
	
  Greece

  	
   

  	
  159

  	
   

  	
  111

  	
   

  	
  63

  	
   

  	
  15

  	
   

  	
  5

  	
   

  
	
  Guam

  	
   

  	
  9

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  
	
  Hong Kong

  	
   

  	
  5

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  
	
  Hungary

  	
   

  	
  14

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  India

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  
	
  Ireland

  	
   

  	
  137

  	
   

  	
  101

  	
   

  	
  65

  	
   

  	
  29

  	
   

  	
  17

  	
   

  
	
  Israel

  	
   

  	
  273

  	
   

  	
  165

  	
   

  	
  57

  	
   

  	
  10

  	
   

  	
  5

  	
   

  
	
  Italy

  	
   

  	
  102

  	
   

  	
  54

  	
   

  	
  10

  	
   

  	
  10

  	
   

  	
  10

  	
   

  
	
  Jamaica

  	
   

  	
  14

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Japan

  	
   

  	
  105

  	
   

  	
  81

  	
   

  	
  57

  	
   

  	
  33

  	
   

  	
  9

  	
   

  
	
  Korea

  	
   

  	
  65

  	
   

  	
  41

  	
   

  	
  17

  	
   

  	
  3

  	
   

  	
  3

  	
   

  
	
  Malta

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  
	
  Marshall Islands

  	
   

  	
  2

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Morocco

  	
   

  	
  1

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  N. Mariana Islands

  	
   

  	
  3

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Netherlands

  	
   

  	
  108

  	
   

  	
  60

  	
   

  	
  16

  	
   

  	
  10

  	
   

  	
  5

  	
   

  



 


23

















 


Worldspan provided Location Forecast


 


	
   

  	
   

  	
  2003

  	
   

  	
  2004

  	
   

  	
  2005

  	
   

  	
  2006

  	
   

  	
  2007

  	
   

  
	
  Norway

  	
   

  	
  30

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  
	
  Peru

  	
   

  	
  10

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Poland

  	
   

  	
  33

  	
   

  	
  21

  	
   

  	
  9

  	
   

  	
  5

  	
   

  	
  5

  	
   

  
	
  Portugal

  	
   

  	
  5

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  Puerto Rico

  	
   

  	
  5

  	
   

  	
  4

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Romania

  	
   

  	
  45

  	
   

  	
  33

  	
   

  	
  21

  	
   

  	
  9

  	
   

  	
  3

  	
   

  
	
  Saudi*

  	
   

  	
  6

  	
   

  	
  6

  	
   

  	
  6

  	
   

  	
  6

  	
   

  	
  6

  	
   

  
	
  Singapore

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  
	
  South Africa*

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  Spain

  	
   

  	
  21

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  
	
  Sweden

  	
   

  	
  51

  	
   

  	
  27

  	
   

  	
  11

  	
   

  	
  7

  	
   

  	
  3

  	
   

  
	
  Switzerland

  	
   

  	
  10

  	
   

  	
  6

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  Turkey

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  UK

  	
   

  	
  589

  	
   

  	
  469

  	
   

  	
  349

  	
   

  	
  229

  	
   

  	
  109

  	
   

  
	
  Ukraine

  	
   

  	
  1

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Uruguay

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  Venezuela

  	
   

  	
  3

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Western Samoa

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  
	
  Totals

  	
   

  	
  2185

  	
   

  	
  1403

  	
   

  	
  856

  	
   

  	
  529

  	
   

  	
  340

  	
   

  



 


Assumptions:


 


These numbers reflect year-end forecasts.


Assume that ultimately
only 20%* of the listed locations will require a dedicated Frame Relay
solution.


The remaining locations require low-cost xDSL or broadband solutions.


Egypt, Saudi Arabia and South Africa numbers reflect the current number
of circuits required to connect in-country networks to Worldspan.


 












* As verbalised by WSL to SITA (ATL Dec 2003).


 


24